A Certain Scientific Kamen Rider
by Ryvius
Summary: This is the story of one not so ordinary teenager as he quickly becomes engulfed in Academy City's dark side, finding himself batteling against monsters, espers and mages alike as he tries to protect himself and his friends as Kamen Rider Faiz. Henshin!
1. Justifaiz

**Disclaimer: I do not own either To Aru Majutsu No Index, Kamen Rider 555, or Justifaiz. Also, the character Tsukimori Youko's name, appearance, personality, etc., is inspired (copied) from a Japanese light novel called Gekkou by Natsuki Mamiya, so I can't claim credit for her character. **

**Well since progress for chapter 3 of A Certain Scientific Kamen Rider 555 looks like slow going, I thought I might as well throw this out as somewhat of an apology, and because I figured, why not? So this is basically what the first version of the Justifaiz op looks like for my fic. As the story progresses, I'll make new versions with Kaxia and Delta and any other new characters that appear in the story. **

**When you watch the last scenes of 555's opening, does anyone else ever get the feeling that if the 'good guys' of the series had been the Orphnoch then Faiz would have made an abosoultely terrifing antgonist/villian?**

[Justifaiz]

As the music kicks in, an assortment of boxes of different sizes fly to the middle of the screen over the final scene of the intro to the chapter, coming together to form a pixilated image of Kamen Rider Faiz walking towards the reader during the day, afternoon, and night (depending on what boxes the reader/viewer is looking at), wielding the Faiz Edge in his right hand while his left is clenched tightly into a fist.

The next scene shows the Auto-Vajin in Battle Mode, its visor flashing with green lights as two red vertical lines slide across the screen, eight boxes appearing behind them in two rows of four with one above the other, showing Faiz dashing across the screen with a weapon in hand before turning to face the direction he just came from. In the top row it showed Faiz holding the Faiz Phone in its Blaster Mode; in the lower set he wielded the Faiz Edge.

Next shot shows a brief view of Academy City before another red line quickly slides across the screen to focus on a grey haired youth dressed in A Certain High School's uniform with a grayish-green t-shirt on underneath leaning against a guard railing atop one of the city's monorail stations, that, unknowns to him but known's to us, is the main character of this story, Inui Ayumu. Said teen slowly turns to gaze lazily at the readers with weary golden topaz colored eyes as his hair blows faintly in the wind.

**Can you feel? Let us talk about a little planet**

Next we see Delta Force, comprised, of course, of Kamijou Touma, Tsuchimikado Motoharu, and the aptly named Aogami Pierce as they walked down a street while bickering about something trivial(or monumentally important, from their point of view). In the background, one could see Misaka Mikoto, Shirai Kuroko, Uiharu Kazari, and Saten Ruiko going the opposite direction down the adjacent street.

As the three walked by a coffee shop, the scene switches to inside the shop to show Fukiyose Seiri, Hiramatsu Taeko, and Himegami Aisa as they talked about something over pastries, Fukiyose getting flustered over a dry remark Himegami made while Hiramatsu laughed heartedly.

Another scene change later to Okahara Ryouta standing under an archway to escape a heavy downpour of rain, a distant look on his face as he held an outstretched hand to catch rain droplets before a burst of pyrokinetic fire suddenly ignited in his hand.

The scene then changed to Tsukimori Youko, a stunningly beautiful girl with long dark hair that reached down to her waist and a mature smile on her face, who wore the girl version of A Certain High School's uniform, as she strolled down a street with an umbrella sheltering her from the rain, the wet streets beneath her feet freezing into solid ice.

**In the growing expanse of space**

Next scene shows three teens standing amongst a crowd of people in the streets before the mass of people suddenly faded from view, leaving only the aforementioned teens behind as they simultaneously turned to face the readers. The first was a young man with short brown hair, wearing the same highschool uniform that Ayumu and Kamijou wore. The next was a girl with shoulder length black hair in the girl uniform of the same school as well. The last was a tough, delinquent looking young man with black hair that came down to his neck, wearing a jean jacket and a beret on his head. Looking closely, one could see strange markings appearing along their skin before another red line slid across the scene, turning day to night and now where the three teens had stood there were now the Horse, Crane, and Snake Orphnoche in their place.

**Tell me the truth, the future I believed in**

The next scene shifted to the top of one of Academy City's skyscrapers, where Kanzaki Kaori, Stiyl Magnus, and a gathering of other magicians (mages, sorcerers, wizards, warlocks, whatever!) stood vigilant as they gazed down at the city of science.

After that, we switch to the inside of a deserted classroom where Kumokawa Seria sat atop a desk looking very aloof as she talked into her cell phone, wearing a knowing and confident smile as she did.

**Is falling apart**

We then see Ayumu as he exit's his dorm room and start's making his way to school, time seeming to slow down as he slings his school bag over his shoulder before suddenly the back ground behind him begins to slide off to the right off screen while he continues to walk toward the reader, being replaced by a black and white scene (divided by another vertical red line) that showed a grown man happily teaching a young boy with short dark hair and a girl with shoulder length dark hair martial arts.

**Sorrow comes again and again**

This was then replaced by a collection of scenes previewing the latest chapter. The background then changed to another colorless scene showing the young girl from the first black and white panel as she slowly rose too her feet, the left side of her head badly injured and bleeding profusely as she saw before her the body of the man that was teaching her martial arts lying unmoving in front of her (the face obscured from view). After this, the background behind Ayumu once again changed to an assortment of preview scenes of the upcoming chapter, the last of which always contained a scene involving the Riders or Orphnoche, usually in a fight scene.

**Where are we heading?**

Next an assortment of boxes once again flew together over an orange, flower pattered background (I always thought it looked like a lava lamp) to form an image of Faiz from the waist up, and, like before, the time varied between day, evening, and night time depending on which boxes the reader looked at, and one could see Faiz wielding the Faiz Edge in his right hand, the Faiz Phone Blaster in his left, and in some boxes his hand were simply empty. One could even see the Auto-Vajin in Battle Mode standing ready behind him in some of the boxes. During this, three images flashed across the screen; one up close shot of Faiz's Ultimate Visor, one of the Auto-Vajin in Battle Mode, and the last one of Faiz's upper body with a glowing green neon Faiz symbol hanging in front of him.

**Deep inside each one of us**

The pixilated image of Faiz over the orange background was then replaced by similar image of the Kamen Rider riding his bike through Academy City over a green background, first from a side angle before the boxes reformed to show him from the front.

A crimson line slid across the screen to then show two grew boxes; one in the top right corner showing Faiz wielding the Faiz Edge, and one in the bottom left corner with the Rider bringing the Faiz Phone Blaster up to bear respectively, their edges overlapping just slightly while the rest of the screen was composed of blank, empty space. As the two Faiz's simultaneously struck a pose with their respective weapons, two Photon Streams formed along the outside edges of the boxes.

**Open your eyes; it's the time to go**

The scene then switched to a shot of Faiz dropping down from the sky whilst executing a Rider Kick towards the reader in slow motion, the sole of his foot glowing bright crimson in the shape of the Faiz symbol.

**To Stay Strong**

The next scene switched to nighttime in the middle of a park where both Hiramatsu Taeko and Tsukimori Youko stood surrounded by a swarm of beautiful luminous blue butterflies, Hiramatsu holding her arms out as she looked on in wonder while Tsukimori held out her right hand for one of the butterflies to perch itself on her index finger as she smiled gently to herself.

The scene then changed to show an ominous view of a full moon hanging in the sky over Academy City.

An instant later the scene changed to the inside of a tunnel where the Horse Orphnoche, in its centaur-like Dash Mode, reeled back in murderous rage before, with a roar, it began galloping straight towards Faiz, the Rider standing at the end of the tunnel remaining perfectly still even as the monster charged straight tworads him.

**To fight and defend once more**

Just as the enraged Orphnoche was upon him, the scene then switched to show Kamen Rider Faiz with the Faiz Edge in hand and the Auto-Vajin standing in the middle of a street with the Windowless Building looming eerily in the background directly behind them, Academy City's Crimson Guardian looking positively menacing as the screen zoomed up close for one last shot of the Kamen Rider's bright yellow glowing eyes before it flashed to the title screen, the red lines sliding across the screen to form the Faiz symbol before it slammed and embedded itself into a steel background, bright white light bursting from the symbol to reveal the title logo.

**There will be no end to this dilemma… even if we keep on running**

Kamen Rider 555.

**(The) End justifaiz the means!**


	2. Chapter 1: Enter Faiz

**Disclaimer: I do not own either To Aru Majutsu No Index or Kamen Rider 555. **

**After receiving some helpful tips from some more experienced fanfic writers, I've gone back an updated my first chapter with a couple of changes. I won't go and say it's perfect, but hopefully its better. Progress has been slow for the second chapter, unfortunately, due to several reasons. For that, I apologize. **

**A Certain Scientific Kamen Rider 555**

**Chapter 1: Enter Faiz**

Academy City. The most advanced city in the world, its technology is said to be 30 years ahead of what's outside. Located just west of Tokyo and roughly one third its size, it is, as its name suggest, a city of several schools and institutions from kindergarten to university level with a total population count of about 2.3 million. 80% of the population is made up of students while the remaining 20% consists mostly of teaching staff and scientists researching the development of psychic powers and higher technology. This is where this story begins…

**Academy City: District 7-Student Dorm-Inui Residence-July 5**

15 year-old Ayumu Inui let out a pathetic sounding groan as he awoke to the sound of an annoyingly loud, energetic, upbeat J-Pop song playing next close to his ear. Turning his head to the side, he slowly pried his eyes open to glare daggers at his alarm clock/radio. Slowly, the first year high school student reached over and silenced the alarm, muttering "Hate that dame thing" as he did, a ritual the teen did daily ever since the first day he bought it. After taking a moment to stretch his limbs, Ayumu slowly moved through his morning workout, pushups, crunches, stretches and a series of punches and kicks to keep himself in shape and prevent his technique from becoming too sloppy. After that he grabbed a quick shower before changing into his school uniform which consisted of black pants and a plain white button-up shirt plus a light green/gray t-shirt underneath it. With more than enough time left before he had to leave for school (his alarm was set an hour early for exactly this reason) Ayumu busied himself with breakfast while absentmindedly listening to the news on the TV.

"In other news, a large explosion was reported at the Smart Brain research center late last night at approximately 9:47 PM", reported the news anchor on the TV.

"Hmm?" Ayumu glanced up from his meal, interest peaked.

The anchor continued. "The resulting fires were reportedly put out by the staff before MAR (Multi Active Rescue) arrived on the scene. Shortly after, Smart Brain representative Ryuseiji Hanagata made a public statement that fortunately no one was seriously injured in the explosion. The cause of the explosion was reported to be a gas leak though further information has yet to be released. We'll hopefully have more on the story later. Moving on, we have an interview with Judgment and Anti-Skill members to discuss the increase in Level 0 related crimes in Academy City." Ayumu's interest quickly faded as he disposed of what was left of his breakfast; he had no interest in a bunch of delinquents who had nothing better to than mug esper's.

Checking his cell phone, the grey haired teen noticed it was time for him to get to school. Slinging his school bag lazily over his shoulder on the way out and locking the door behind him, Inui Ayumu squinted his eyes as the sun slowly tried to incinerate him with its early summer heat. Giving a small sigh, he walked his way to school. All the while humming a certain familiar tune.(That tune that Index, Mikoto, and Touma have all hummed throught the series)

[Justifaiz]

Can you feel? Let us talk about a little planet

In the growing expanse of space

Tell me the truth, the future I believed in

Is falling apart

Sorrows come again and again

Where are we heading?

Deep inside each one of us

Open your eyes, it's the time to go

To Stay Strong

To fight and defend once more

There will be no end to this dilemma… even if we keep on running

(The) End justifaiz the means!

**Academy City: District 10-Smart Brain Research Center-Head Office**

Smart Brain's head office was not a comfortable place to be in by any stretch of the imagination. Located within the very center of the building, it was a large empty sterile white void of a room, easily the size of a large apartment. The Smart Brain logo loomed overhead on the back wall ominously. A single plain white work desk sat in the middle of the room, with a very expensive and very top of the line Academy City computer sitting atop it along with the usual array of office supplies. Behind the desk sat the head of Smart Brain, Ryuseiji Hanagata. A man in his late fifties in a simple black suit with a disturbingly cold stare combined with an uncomfortable grin he maintained seemingly at all times, he was intimidating to say the least. He was not pleased. Across from him sat 2 individuals. The first was a very upset looking woman in her early forties, Haruna Kugimiya, co-research director of Smart Brain labs Project Rider Gear. The other was the head of security, Kouta Takamiya, a man in his early thirties with a strong solid build. They were not pleased either. Leaning back in his chair while tapping his fingers together, Hanagata began.

"The Board of Directors is not pleased with this sudden turn of events. Not pleased at all", he said calmly, his voice betraying nothing as to what the man might be thinking. Chuckling, he continued, "Not that I can say I blame them. To think that not only did we have the Faiz Gear, the product of several years of research and money, stolen from us from within a complex with security such that a small army would be required to breach it, but that the one responsible would be one of our very own research directors." Letting out a deep sigh, he turned his gaze to Takamiya."Have you had any success finding him?" Hanagata asked, his voice turning serious.

"No sir" the head of security answered without a second's hesitation, a result from years of military training, "I sent a team to his residence, but it seems he hasn't been there since yesterday morning. We`re keeping surveillance on the place and the city exits and I've got my men in every district looking for him. If he's still in Academy City, I guarantee you we will find him."

"Good. Remember, I want both him and the Faiz Gear alive and intact" Hanagata warned, "And avoid attracting any attention, the last thing we need is to have Anti-Skill interested in Smart Brain's activates."

Takamiya nodded."Yes sir".

"Very well. Dismissed."

After the head of security had left, Hanagata shifted his attention to his lead scientist. "So what's your take on all this, Kugimiya-san?" The director asked, almost seeming amused at the whole situation.

Haruna Kugimiya let loose a frustrated sigh, one that she had been holding since she was nearly killed last night during the explosion."Tch, frankly sir, I don't know what to tell you. I've never understood that fool." She scratched her scalp in frustration. "Kisuke Oshino, what could that man be thinking?"

"What indeed?"Ryuseiji Hanagata replied, turning to gaze at the Smart Brain logo, "What indeed".

**Academy City: District 7-A Certain Highschool-Year 1-Class 7**

"-and that in effect explains the subconscious traits certain AIM fields produce", explained Tsukuyomi Komoe, the homeroom teacher of Year 1 Class 7. 135cm tall with the attitude and fashion sense of a 12-year-old, this child-like teacher is regarded as one of the seven great mysteries of the school. Inui himself believed his sensei was the product of some kind of Academy City experiment involving a shrink ray or genetic mutation or that she was a fairy living amongst humans in disguise. After a certain incident he'd been involved in, it certainly wouldn't surprise him. Growing bored with the lesson, the grey haired teen slowly shifted his eyes to gaze out the window next to him, admiring the scenery the high school campus provided.

"Does anyone have any questions for Sensei?" Komoe asked with that cute, high-pitched voice of hers, turning to the class. Tsuchimikado Motoharu, a student with blond hair and never seen without his sunglasses, raised his hand.

"Sensei, could this be the source of the dreaded Kami-yan disease that has been plaguing Academy City?" asked idiot number 1 playfully, adding that Nya~ he liked to throw around randomly.

"Hey ya might be onta something there Tsuchimikado" added idiot 2, known as Aogami Pierce for his hair color and piercings. A fool with seemingly unrivaled otaku knowledge who liked to speak with a fake kansai accent, he had somehow managed to become class representative despite having one of the lowest grades in the class. '_Still haven't figured out that one yet_', Inui thought to himself as he turned to observe class distraction number 314 this year.

"Oi, oi, what did I tell you two about throwing that phrase around!" yelled Kamijou Touma, the last of the idiot trio. The spiky haired teen was somewhat of a mystery to Inui. Rumors surrounding Kamijou were varied; some claimed he was a delinquent who liked to get into street fights, others said he was a misunderstood young man cursed with misfortune. Inui had certainly heard the guy's catchphrase "Such misfortune" enough times to know there was some truth to that. One rumor that had become increasingly popular over the course of the school year was of Kamijou's unusual popularity with the ladies. Inui hadn't given that one much attention until last Valentine's Day; never before had he seen so much chocolate for one guy before in his life! To be perfectly honest, it kind of pissed him off.

The three continued their squabble with Komoe-Sensei trying unsuccessfully to stop them until one female student; Fukiyose Seiri, a girl with long black hair and a really nice figure, stood up and rapidly approached the back of the classroom, clearly fed up with the noise. Violence ensued. _'Wonder what I should get for lunch'_, Ayumu thought to himself, admiring Fukiyose-san's devastating headbutt.

It was later during lunch time that something caught Inui's interest. He was listening to his classmates discussing random subjects like upcoming test, sports, Skill-Out incidents, etc. while munching on bread he bought from the lunch room when one of his classmates,Taeko Hiramatsu , a quiet girl with short brown hair suddenly burst into tears before excusing herself to be alone. "What's wrong with Hiramatsu-san?" he heard a student from another class asked one of his classmates.

The student sighed sadly. "Did you hear about the attacks that have been happening lately?"

"The one's happening at night between the seventh and eighteenth districts the last couple of weeks? Yeah, what's that got to do with anything?"

Inui felt a pit form in his stomach as he set his bread on his desk, trying to listen in on the conversation.

"Up until now there haven't been any deaths. That changed last Tuesday", the teen said grimly."Two students were found dead."

"Man, that's terrible", the student remarked, before looking up."Did Hiramatsu-san …?"

"Apparently they were close friends of hers."

"Doesn't Anti-Skill know anything about the assailant?"

"Couldn't say. Must be an ability user though. I heard that one of the victims claimed he was attacked by some kind of monster."

Inui swore he could hear the record scratching to a halt in his mind when he heard that last bit. '_Monster huh'_ he thought, subconsciously rubbing his left shoulder delicately.

Before the two could continue their conversation, the bell rang, signaling it was time to return to class. Inui pushed the thoughts from mind, flicking his wrist as he focused his attention on his upcoming class. He had a harder time forgetting his classmate Hiramatsu's tear stained face.

**Academy City: District 7-Backalley(Later that day)**

'_Dame, how could they have found me so quickly_?' thought former Smart Brain co-research director Kisuke Oshino as he ran down a deserted alleyway painted orange by the afternoons dwindling light, his breathing heavy due to lack of exercise. A tall man in his early thirties wearing a dark blue hoodie, with disheveled black hair, sleep-depraved eyes, and a desperate need to shave, the scientist was certainly an unusual sight to see running down the back streets of Academy City like his life depended on it. Which it most likely did. In his hands he carried a metallic briefcase with the Smart Brain logo on the side. Rounding the corner, the unhealthy looking man slowed down to a stop as he sagged against the wall, trying desperately to catch his breath. '_Did I lose them_?' Kisuke wondered, listening for any sign of his pursuers.

"I think he went this way! Come on!"

'_Nope!_' the scientist confirmed, his legs kicking into action, '_Running time_!'

**Academy City: District 7-Conviennce Store(Even later that day) **

"Have a nice day" the lady at the register said as she handed Inui his change.

"Thanks, you too" he replied before exiting the store, slinging his groceries and school bag over his shoulder as he made his way back to his dorm. _'This should keep me from going hungry for a week or so'_ Inui thought as he calculated what was left of the money his sister had sent him for living expenses this month. Living alone could be tough on a student without a steady paycheck. _'Summer's right around the corner, maybe I should consider getting a job'_ he thought as he checked the time on his cell phone, noting it was getting late. The sun had set several minutes ago, the last of its light giving rays quickly fading as night settled over Academy City. The streets were mostly empty since most students had returned to their dorms by now (it was a school night, after all), occasionally Inui spotted a student out for reasons similar to his own or an evening jogger, but they were rare. By the time he was almost to his dorm, there wasn't a single person in sight, and the city was unusually quiet. In the distance, Inui thought he heard a strange crackling noise.

"What's that sound?" the teen wondered aloud.

**Academy City: District 7-Streets (Elsewhere)**

"Such misfortune!"Screams one Kamijou Touma as he sprinted down an alleyway while frantically dodging left and right to avoid the bolts of electricity scorching the surrounding structures.

"Get back here!" yelled a certain Level 5 Railgun from Tokiwadai Middle School as she gave chase.

**Academy City: District 7-Streets**

"It almost sounds like-" Inui was interrupted by the sound of screeching tires coming to an abrupt halt not too far away. Turning towards the direction of the noise, the student realized it came from underneath the monorail's elevated tracks. Feeling something was amiss, he quickly dashed across the street to the nearest support column. The streets lighting didn't reach very far under the monorail's tracks, causing the darkness to thicken considerably. Stepping past the beam, Inui quickly spotted the source of the screeching tires. A plain black van sat parked in the middle of the space beneath the tracks, its driver, passenger, and side doors all hanging wide open, with its engine and headlights still on. Following the beams of light, Inui glanced to his right and saw something he definitely had not expected. Several feet away stood four men with their backs to him, all wearing what seemed to be matching black suits. Cornered before them with his back against a column was a tall, almost unhealthily thin man with black disheveled hair in a dark blue hoodie. His chest was heaving from an obvious lack of breath and his stance was hunched over, clearly the man was exhausted.

Leaning against the column for support, the man glared at the four men cornering him with weary, anger filled eyes before letting out a tired, air-deprived bark of laughter. "Finally...ha found me huh? What...ha...ha… took you so long?" he sneered.

The suit second from the right spoke up. "It's over Director Oshino. Continued resistance is pointless. Our orders are to avoid damaging you and the equipment you stole, but we'll gladly use force if we need to" he stated, his tone suggesting the man was bored.

Realizing no one had noticed his presence yet, Inui slowly back up behind the column closest to him, careful to keep his groceries from rustling around as he set them and his school bag down. Peeking around the column, he assessed the situation. The four suits were weren't with Anti-Skill, that much was obvious. Anti-Skill units wore body armor, used top of the line equipment, and operated with much greater efficiency. '_These guys seem more like hired thugs in nice suits than Academy City security'_ the grey haired teen thought as he flipped open his cell phone and began dialing the number for Anti-Skill Headquarters. He'd let them deal with this, no need to get himself involved in trouble he didn't need. Before he could finish imputing the number, though, Inui saw movement out of the corner of his eye. The cornered man, the one the suit had called Oshino, had made a desperate lunge at the man closest to him, swinging what looked to be a metal box towards the man's head. The suit raised his arms to block the blow, before slamming his fist into the man's ribs, knocking the wind out of him. As the tall man bent over in pain, the suit stepped forward and slugged him hard across the jaw, sending him stumbling backwards into the column before slumping to his knees, dazed from the force of the blow he took.

The suit that had spoken before observed the beaten man for a moment before sighing. Turning to the other men, he said, "All right, grab him and the case and throw em in the van, we've wasted too much time out in the open and the last thing we need is witnesses."

"Really now? Well that's a shame" Ayumu said, announcing his presence as he stepped out from behind the column, causing the four men to nearly have heart attacks as they spun around to see the student standing only a room's length away.

"Cause I just happened to witness the whole thing."

The men visibly flinched.

"While I was talking on my cell phone."

The suit that seemed to be in charge started to sweat.

"With Anti-Skill Headquarters", the teen finished, before adding dryly, "My bad."

The suits slowly began to panic, the one second to the left turning to the leader, exclaiming, "S-Shit, Tetsou-san, what do we do?"

"Well if your open to suggestions, I would advise you jokers all climb into your clown car and run like you have demons chasing you, demons with top of the line assault rifles" Inui suggested, making every effort to look as confident as he sounded.

'_Come on you stupid bastards, take the dame bluff and run already!'_ Everything the teen had told the men had been a complete lie. He hadn't even had time for the phone to finish ringing.

The thug in charge, whose name was Tetsou, apparently, ruffled his hair frantically in thought before throwing his arm down in frustration. "Dame it…Alright, screw it!" he yelled, turning to the two on the left. "Put the punk to sleep, then toss him in the van! We'll let the boss decide what to do with him. Arai and I will grab the director."

Nodding, the man second to the left quickly reached into his suit and pulled out an Academy City wireless taser (which fires a non-lethal high voltage projectile) before turning to point it right at the high school student. Only to see the sole of Inui Ayumu's sneaker just before it smashed upward into the man's jaw, knocking him off his feet. Before the man hit the ground, Inui was already in motion to his next target. Taking two quick steps toward the man on the left, who had only now brought out his own taser, the student lashed out with a crescent kick, knocking the weapon aside before snapping the tip of his foot right into the man's kidneys. The suit tried to retaliate with a wild right but the teen deflected the blow aside with his left forearm before decking the guy across the face with a swift right cross-counter.

Sensing movement behind him, Inui instinctively twisted out of the way as the man who beat up Oshino; Tetsou had called him Arai, tried to break his back with a heavy front kick. The large man continued his attack with a series of surprisingly fast and precise punches aimed at the teens head and body; clearly the man had some kind of training. Despite the man's speed and skill, though, he couldn't land a single clean blow on Inui, who ducked, dodged, or blocked his way through the onslaught of attacks with incredible reflexes. After smacking aside a heavy blow with his palm, the student launched forward, slamming his fist into the thug's face, following up the attack with a right cross to the temple and a body blow to the ribs, before finishing him off with an elbow to the side of the man's head, sending him reeling backwards in pain and shock. Noticing the second thug was back on his feet and moving to back up Arai, Inui flicked his wrist before taking a running leap at the two thugs, twisting in mid air as he legs shot out, kicking both men in the chest and neck simultaneously, before landing on one knee.

'_That should keep them down_', thought Ayumu as he noted both men sprawled out on the ground in pain. The teen frowned. '_I'm forgetting someth-Oh Shit_!' exclaimed Inui in his mind as he dived forward, hitting the ground rolling. The ground he had just occupied a moment before crackled with electric sparks. Looking up, the teen saw the suit in charge, Tetsou, holding a taser aimed right at Inui's head. The man grinned victoriously, saying "Play times over, brat" as he squeezed the trigger. Suddenly the man's head jerked forward violently as something metal slammed into the back of his head.

"ARGH!" the man cried out, clutching his head in pain as he tried to steady himself. Standing behind Tetsou was the tall man with the disheveled black hair. One of his hands was clutching his side, likely the area where he had taken the blow to the ribs. The other was holding the metal case he had used to hit the thug with. The man stared at Inui for a brief moment before gesturing towards Tetsou with a slight grin on his face. Inui blinked once, before an even larger grin appeared on his own.

Nodding back, the teen turned his gaze upon the still disoriented man, before launching himself forward, his feet kicking off the ground with impressive speed. Tetsou noticed the teen rushing for him and quickly steadied himself, bringing the taser to bear. Unfortunately for him, Inui was faster. Snapping his left leg out in a round house kick, Ayumu kicked the weapon out of the man's hand before reversing his momentum into a right jump snap kick to the face, resulting in a broken nose. Finally, the grey haired student spun on his heel and lashed out with a spinning back kick, connecting with the thugs jaw, sending him spinning to the concrete with a loud thud. Taking a moment confirm that the man was unconscious; Inui let out a satisfied sigh as he felt his adrenaline high slowly wearing off. '_Man, I haven't felt this alive in who knows how long_' he thought as he stretched his arms before turning to face the man he just fought four armed men to save. Noticing the man was still cradling his side as well as his irregular breathing, Inui frowned.

"Oi, are you okay?" he asked, moving to help, stepping on Tetsou as he did.

"Why?" the suit asked weakly in pain.

The scientist waved his hand dismissively as he leaned against the pillar behind him, clearly exhausted. "I'm fine, urgh!" he breathed out as he flinched violently in pain, "Well, I'll live. I think that bastard broke a rib." Glancing at Inui, he slowly extended his hand, saying "Thank you for helping me. The name's Oshino Kisuke."

"Inui Ayumu" the teen responded as he shook the hand. Reaching into his pocket he pulled out his cell phone. "You might want to sit down, get some rest. I'll call Anti-Skill to deal with these guys" he said as he began dialing Anti-Skill Headquarters for the second time that night.

"Don't bother, these fools aren't worth the effort" Oshino said, as he stood up straight. Noticing the student giving him a look that demanded an explanation, he sighed. Scratching his head, he explained, "The people these guys work for, they pay good money to keep their business to themselves. If Anti-Skill took these idiots into custody, I guarantee you they would be dead before they ever saw the inside of an interrogation room."

Ayumu scoffed. "Bullshit. I've seen Academy City's forces in action. Who has that kind of power? What you're suggesting is ridiculous." Despite his words, though, the teen wasn't as confident as he would have liked.

The man smiled bitterly. "Lots of people, actually. This city has more than its fair share of monsters. Besides, can you really talk? You just defeated four armed men barehanded. Most people would consider that an impressive feat. You, a high school student, did it in barely a minute without breaking a sweat. If I hadn't just witnessed it with my own eyes, I'd say that was ridiculous myself."

"That's dif…I…you…uh" Inui was at a loss for words. '_Well I can't argue with that logic_.' Unable to form a decent argument, the teen instead decided to change the subject. "Alright, alright, point made. So if Anti-Skill can't do anything, then what do we do now?"

Oshino sighed again, before looking at Inui with tired eyes. "_We _don't do anything. These guys are only after me, remember? They don't give a damn about you. I'm going to disappear before anymore of these goons show up. I suggest you head on back home and pretend all this never happened," he said as he slung the metal case over his shoulder and began walking towards the still running van parked back up the way Inui had came from. "Trust me; you don't want to be involved in this kind of business."

The teen frowned, following him. "Oi, you may say that, but in case you haven't noticed, I've got four bodies that say I already am! What if they come after me looking for payback?"

Kisuke shook his head dismissively, saying "Trust me; they have bigger things to worry about other than revenge. Just lay low for a while and stay out of trouble and you'll be fine."

"I … see," the grey haired teen responded as they reached the van, not comfortable with the idea of just running away and leaving some else in danger.

Suddenly catching movement out of the corner of his eye, he turned and raised his arm out in front of Oshino in warning. When the man looked at him questioningly, Inui simply said, "Company."

Emerging from the shadows was a man who looked to be in his late twenties wearing a blue jacket with a red shirt underneath. He walked slowly, each step deliberate and precise, as if he wasn't accustomed to it. Inui moved to stand in front of Oshino, his breathing becoming heavy as he did. He didn't understand why but his instincts were screaming at him that this man was dangerous.

Stopping a few feet away, the man took one glance at Inui before dismissing him like one would an insect and turned his attention to Oshino. "You… give me the belt" he said, slowly advancing on the two.

Inui blinked in confusion. "What?"

The scientist flinched, a look of shock clear upon his face. "How did you...?" he asked in confusion, before the shock turned to anger. "I see, he's another one of Smart Brain's lackeys."

Inui's eyes swirled in confusion. "Belt?" he repeated, "Belt. What belt? He wants your belt? Why does he want your belt? And what's that about a smart brain? Oi, both of you start talking sense" he muttered in frustration.

"Hey kid, I hate to ask, but you think you could handle this one as well?" Oshino asked hopefully, his hand resting on the latch of the metal case in his hand.

The teen surged his shoulders as he forced his nerves under control before replying "Yeah, sure, why not?"

The man frowned in annoyance. "Enough talking. Give me the belt" he said coldly, still advancing.

"Bite me. Get your own" Inui responded.

"Give it to me or die."

Inui smirked confidently, flexing his hand as he moved in between Oshino and the approaching threat. "Now I would love to see you try and back that statement up."

The man observed the student for a moment with blank, almost soulless looking eyes, before simply responding, "You die first, then." As he said this his eyes turned white, the iris's completely gone.

'_What_?' the teen thought, thinking at first that it was merely his eyes seeing things. The following moments would utterly destroy that line of thinking.

White markings appeared over the man's face, as if he was wearing paint. Suddenly white light burst from his body and expanded to cover his entire being. A second later, a large light grey humanoid figure appeared in the man's place as the light receded back into its body. The thing's skin seemed more like armor than organic flesh. Diamond shaped patterns covered its chest, and two large shoulder pads connected by chains were attached to its body. It also wore waist armor and grieves. Finally its head looked like a cross between a medieval helmet and the eyes of a fish. The thing let out an animalistic growl as it began its menacing approach once more.

"W-what… what the hell is that?" Inui heard Oshino ask to no one in particular, his own mind having similar thoughts while racing to decide whether to run or fight. As the thing came within just few steps away from them, the student clenched his fist. Letting out a yell, he dashed forward at full speed, twisting his hip and bringing his right fist back before driving it forward into the creature's jaw, pivoting on his foot as he did for extra power. The loud noise of flesh and bone impacting against what felt like a strange mix of flesh, stone, and metal, rang out.

_'What the…!'_ The monsters head barely budged an inch. Its breathing didn't even change.

Retracting his hand, Inui continued his assault with two more heavy blows across the things face followed with series of rapid punches to its chest, all to no apparent affect before it simply backhanded him across the face, the inhuman force of the blow knocking Inui right off his feet sideways into the van, denting its side door in the process. Still reeling from the blow, the grey haired student barely keep himself standing using the van to hold himself up as he turned his head just in time to see the creature's fist moving to crush his head into pulp. Dropping down, Inui barely avoided death by inches, the fist slamming into the metal door and continuing pushing right on through it, before lashing out with a savage kick, hitting the creature right square in the chest, sending it stumbling back a step or two. The grey monster seemed no worse for wear, though, as it swung its arm in a wide arc in an attempt to take the teen's head off. Moving mostly on instinct, Inui once again ducked under its arm before turning and jumping against the side of the van, his hand grasping the railings atop the sides of the vehicle as he leaned away to avoid an uppercut before using his feet to propel himself off the van into a mid air right kick, hitting the side of the creatures face and sending it reeling backwards. Landing on his feet, Inui spun to face his inhuman opponent as it gave an enraged roar before charging towards him with the intent of ripping the teen into so many bloody pieces in the most painful ways it could imagine.

'_What the f… all that did was piss it_ _off_!' Inui realized as he turned to Oshino with desperate eyes, shouting "Run!" before taking off in a full sprint back to where the two had left the four suits lying unconscious. The high school first year had to slow himself considerably when he noticed the older male could barely keep pace with him, threat of imminent death or no.

"Hey old man what's the deal? Get it in gear! You're legs are almost twice as long as mine!" the teen shouted.

Kisuke responded via rude hand gestures, thinking to himself '_Damn that kid is fast_!'

Glancing over his shoulder, the student noticed that the monster had stopped pursuing them. Suddenly its legs blurred, as if they were under rippling water, before being replaced by a large mermaid like tail with a fin. The creature, now hovering in mid air a few feet above the ground, then did a flip through the air before dive bombing towards the two at an alarming speed.

"Get down!" Inui shouted, shoving the scientist aside and raising his arms in defense just before the grey monster flew past him with its arm outstretched, the blow slamming into him with such force that it lifted the teen off his feet and sent him flying backwards into one of the stone pillars, his back and skull taking the blunt of the impact resulting in pain exploding all over the students body as he fell to the ground with a loud thud, the world fading into darkness around him.

Oshino Kisuke could only stare in horror as the kid who had saved him lied sprawled out on the ground, unmoving. He noticed a trickle of blood slowly pooling around the boy's head, obviously from the blow he took to the back of his head. Oshino wasn't a doctor, but he knew from the apparent force of the blow and the areas of impact that if the teen didn't receive immediate medical attention, he could end up paralyzed or even dead. Looking up, the scientist spotted the monster transform its tail back into its legs as it landed a few feet away from the beaten teen, tilting his head slightly to the side as it observed the thugs who were only now starting to awake recover from the beat down they had received minutes before.

Only to collectively panic at the sight of the hulking grey monster as it reached out and grabbed the nearest man by his neck, lifting him off his feet and into the air, the man gasping for air while he kicked his feet in futile struggle. A moment later a loud snap could be heard as the man suddenly ceased struggling, his body going limp instantly.

The monster had broken his neck.

Tossing the dead man aside, the monster held its open hands out as light shifted around them before forming a long pole with three blades protruding from one end. Oshino remembered the weapon was called a trident as the creature grasped it in its hands before advancing upon the remaining men as they hastily grouped together; bringing their taser's to bear before opening fire on the approaching threat. Blue sparks erupted across the creatures grey skin as the electric-shock rounds slammed into to its body to no apparent effect other than mild discomfort before it thrust forward with its weapon. Blood splattered the ground as the trident impaled the closest target, the man who the kid had knocked out first, right through the chest with horrifying ease, the man's face twisted in shock and agony as a sickening gurgling noise escaped his lips. Oshino caught a glimpse of what looked like blue fire igniting from within the man's chest cavity, right where the heart had been.

The remaining two suits, after seeing their partners both murdered by a monster that came right out of nowhere, turned and ran as fast as they could, trying desperately to escape the nightmare they'd fallen into. Seeing this, the monster wrenched the trident free of the now dead man's chest, the body falling to the ground lifelessly before, much to the scientist's horror, its skin turned grey as it quickly disintegrated into ash. The monster shifted its legs into the fish like tail once again before turning to glance at Oshino, its voice resounding from its direction, though as to how the researcher had no idea, since the creature didn't seem to possess a mouth.

"My master may still have some use for you, so your life is safe for now. I must kill those other humans, so you stay put. Any attempt to escape would be unwise" the creature warned before flying off in pursuit of the fleeing men. Seeing his chance, the scientist quickly ran over to where the grey haired student laid bleeding and unconscious. After confirming the teen was indeed alive, Oshino moved him to lie against the stone pillar before standing upright, his mind racing to formulate a plan.

'_I need to get the kid out of here, no way that monster is going to leave the_ _job half- finished_', he thought as he eyed the abandoned van still running several feet away. Turning to look at the young man who risked his life to save a complete stranger, Kisuke muttered "Hang on, kid. I'm going to get us some wheels" before taking off towards the van.

**(A minute or so later)**

Blood. The first thing Inui noticed as he regained consciousness was the distant yet familiar thick, sweet, odor of blood hanging in the air around him. The teen felt his stomach twist uncomfortably as the scent assaulted his nose. Inui _hated_ blood. It and everything it brought with it, pain, death, and bad memories. Taking a deep breath, he slowly pried his eyes open, his vision still somewhat blurry from the blow he took to the back of head. Taking a moment to shake the fog from his eyes, the student looked around for any sign of Oshino before spotting one of the men he beat up lying a few feet away, his neck bent at an unnatural angel. Feeling his stomach roll again, Inui quickly looked away, fighting to keep his breath steady as he slowly pushed himself up onto one knee, ignoring the pain he felt from where he hit the column.

Gritting his teeth, the teen slowly rose to his feet, using the column for support as he forced himself to stop thinking about the dead man lying just a few feet away from him.

'_Get a grip_' Inui told himself, wiping off the cold sweat forming on his forehead as he distracted himself with slowly testing his limbs, getting an idea of the damage he'd taken and how well he could fight in his current condition, '_It's not the first time you've seen a dead body, and with the_ _way this night's been going so far, it probably won't be the last._' Looking around, Inui noticed a large pool of blood ahead of him, the metallic liquid trailing off to one side before ending at what appeared to be a pile of fine dust, or possibly ash. Before he could investigate further, though, the teen heard the sound of heavy footsteps approaching from his left. Somehow, Inui already knew who it was. Or rather, what it was. Turning his head, the student saw the grey skinned fish monster walking towards him, carrying what he recognized to be a trident in its hands.

'_Where in the hell did it get that_?' he wondered briefly before dismissing the thought, he had more pressing issues to deal with. The spear end, Inui noted gravely as he clenched his fist, was dripping with fresh blood. Putting two and two together, the teen realized what had happened to the other men. Feeling his heart start to pound violently against his chest, the teen slowly pressed his back against the column, his eyes never leaving the bloody weapon in the monsters hands.

'_I can't hurt it as I am now, and with that flying form_ _it's got, I can't out run it either_.' Inui glanced down at his clenched hand uncertainly.

'_Should I …_? His inner thoughts was interrupted, however, when the monster suddenly charged forward, swinging the trident down in a diagonal slash aimed at students neck and chest. Inui quickly threw himself to left towards the creature's right side, narrowly avoiding the three pronged spear as it collided against the pillar behind him, leaving three parallel slash marks in the stone as he hit the ground, tucking his head into his chest and rolling into a crouched position. Realizing its attack had missed, the monster swiftly spun on its heel, swinging its trident in a wide arc towards the human who somehow had managed to once again elude death. Seeing his chance, Inui dashed forward past the weapons spear end, raising his right arm in defense just as the shaft slammed into him. The teen hissed through his teeth in pain as he felt his arm scream in pain, before pushing to the back of his mind as he seized his chance.

Moving forward, Inui wrapped his arm around the spear, trapping it against him as he drove his knee into the creature's waist, causing the creature to bend over slightly in what he hoped was pain. Raising his left arm back, he continued his attack, slugging the creature in the jaw with all the force he could muster before bringing his fist back and repeating the action twice more, too little effect other than enraging the creature further. Seeing this, the teen grit his teeth in anger before stepping forward to drive his elbow into the things left eye, shouting "Let's see you shrug this off!" as he did. The monster reeled its head back in pain, letting out roar before raising the trident up into the air, Inui along with it.

'_Ohhh, this is gonna suck_' the teen thought as the monster swung the weapon with inhuman strength, flinging him off the pole through the air before landing on his back, scraping along the concrete ground before he managed to turn the momentum into a roll. Staggering to his feet, Inui resisted the urge to curl into a ball as pain ignited all over his bruised, bleeding, and battered body, knowing he had to be prepared for the monsters next attack or else he was dead. The monster charged towards him, readying its weapon before trusting it forward, aiming to run it straight through the teen's heart. Inui twisted his torso sharply to the side as he snapped his right arm up across his chest just in time to parry the trident to one side. The grey skinned monster continued its assault with a series of slashes and stabs, roaring in frustration as the student managed to parry and dodge the attacks with impressive reflexes until one well timed stab resulted in one of the tridents side prongs caught Inui across the chest, tearing through both his school shirt and the t-shirt underneath it as it left a long shallow cut across his torso, blood dyeing his shirts dark red. Suddenly, the combined feelings of pain, fear and anger caused something inside the students mind to snap, his eyes dilating as a sudden flash of feral rage surged through his body, along with the power that came with it.

'_I'VE HAD ENOUGH OF THIS!' _he thought, clenching his fist so hard he heard his knuckles pop_. _Dashing forward, Inui lashed his fist out in a cross punch, hitting the monster square in the chest, causing it to stumble backwards in pain, much to its shock. Not about to give his opponent a chance to recover, the student followed up with a storm of swift and savagely powerful punches, pushing the monster back as he threw a bone cracking kick aimed towards the things ribs. The monster staggered backwards, swinging its trident wildly, forcing the teen to keep his distance less he be skewered. The two slowly circled each other, waiting for the other to make the first move, when suddenly the loud sound of tires screeching filled the night.

Both combatants turned to see the van that Inui assumed had belonged to the men he fought with earlier now accelerating towards them at an alarming speed without any sign of stopping. The monster quickly started to shift its legs back into its tail form, intending to simply fly out of vehicle's path. Seeing this, the teen ignored his instinctive reflex to put as much distance between the van and himself as possible, as he broke into a full-out sprint towards his unsuspecting foe before jumping into the air in a flying side kick, his foot crashing into the monsters back sending it stumbling into the path of the oncoming van as it screamed in surprised rage. A second later the van rammed into the grey fish monster sending it flying through the air and into one of the support columns, the concrete cracking under the pressure of the impact as the creature fell to the ground in a heap. The sound of tires screeching once again filled the night as the driver slammed on the brakes, too little too late apparently as the vehicle skidded a little before crashing into one of pillars in a loud crash, the front end of the van crunching like a soda can. Inui ran around to the driver's side in time to see the door flip open as a man literally fell out of the wrecked vehicle. Running to the man's side, the grey haired teen saw the driver was none other than the man he had just saved no more than a couple of minutes ago, Oshino Kisuke.

"Oi, old man, are you alright?" he asked, helping the man to his feet. Oshino gave him a glare, a slight trickle of blood trailing down his face from a cut just above his left eye.

"What the f&*% do you think? And stop calling me old; I'm only 37!" he snapped back, holding a hand to his head as he waved away Inui before stomping over to the van. Reaching inside, he retrieved the metal case he'd been carrying around before. Up close, the teen noticed a small logo printed on the side of the case, belonging to that of The Smart Brain Corporation. The student recalled the comment Oshino made regarding the monster when it was still in its human form before it attacked them, but decided not to mention it, there would be time for that later. His thoughts were interrupted when Oshino swore loudly as he felt around his head, flinching in pain before making a series of rude comments about a certain auto-mobile manufacture company and the mothers of every employee who worked there.

"Piece of crap doesn't even have functioning airbags!" he spat, glaring at the vehicle in disgust before walking up to kick the tire hard. Suddenly the airbags burst from their containers, slowly deflating as if in mockery at the man's rage. Inui struggled not to laugh as Oshino fumed, shouting about how even in Academy City nothing works. Then it happened. The van suddenly lurched from side to side as it buckled under the weight of something heavy. Looking up, the two saw the monster standing on the roof of the van, its trident pointing straight down at them. Inui reacted first, grabbing Oshino by the back of his hoodie before throwing him out of the spear's range just as the monster stabbed down at him. Dropping to the ground, the student looked up to see the tridents blades occupying the space where his head had been just a second before.

"Holy sh-!" he exclaimed, cutting himself short as the monster leapt down, aiming to crush the teen under its weight. Quickly rolling to the side, Inui barely avoided having his chest caved in as the grey monster landed, propping himself on both hands before driving his leg into the back of the creatures knee, sending it stumbling to the ground. As he scrambled to his feet, he heard Oshino shout out to him, telling him to get away. Not needing to be told twice, Inui spun on his heel and took off towards the older male in a dead sprint. Oshino was waiting for him several feet away, looking almost calm despite the situation.

Inui skidded to a stop as he reached him, turning to look back to see the monster rising to its feet, making no effort to pursue them. _'Uh oh'_ the teen thought, remembering what had happened last time it had stopped chasing them. "All right old man, you need to get out of here, I'll handle th-" Inui stopped as he turned to see the man down on one knee as he laid the briefcase down flat before releasing the latches. Acting quickly, Oshino swiftly opened the briefcase to reveal what looked like an assortment of metallic items, stored in black Styrofoam. The scientist quickly grabbed what looked like a metallic utility belt and a cell phone before standing up and rushing over to Inui, strapping the belt around the teen's waist until a metallic click sound was heard as the ends of the belt locked together behind him. "Oi! What are you doing?" Inui exclaimed, giving the man a bewildered glare.

"Saving our lives" he answered his voice a strange mix of terror and excitement. "You want to beat that thing don't you?" he asked, as he flipped open the cell phone and began dialing in a number, the phone making a loud techno beep noise every time he pushed a button.

"Well yeah, but-"

"Then shut up and get ready to kick some ass" he said with an almost psychotic looking grin as he finished entering in the activation code before pressing enter.

"**Standing By**" the phone announced as Oshino closed the phone.

Sensing movement, Inui quickly grabbed the scientist and yanked him down to the ground just as the grey monster soared over their heads in an attempt to decapitate them with its trident. Realizing it had missed, the monster twisted itself in mid air as came to a halt, readying its weapon as it prepared for another attack.

Rising to their feet, Oshino reached over and inserted the phone into the empty slot resting on the front of the belt before snapping it sideways to the left.

"**Complete.**"

Red beams of light suddenly shot out from the belt, spreading out simultaneously in a pattern around Inui's legs, arms, chest, before connecting in a collar around his neck. Once connected, the lines flashed out in a blinding display of crimson light, lighting up the entire area as it engulfed the teen, Oshino shouting out in triumph even as he shielded his eyes, the monster looking on in shock. As the light died down, Inui Ayumu found himself looking at the world through very different eyes. While he normally had superb nighttime vision, now he had incredible night vision, able to view his surroundings in perfect detail as if it was day time. Bringing a hand to his face, Inui was shocked to see it covered in what at looked like rubber and foam, the tips of his fingers encased in silver metal. Looking down he saw his entire body was covered in the strange black substance, forming some kind of suit. But that wasn't all. His chest and shoulders were also encased in silver armor. A pair of metal bands now rested around his forearms and a glace down revealed his lower body had received similar treatment, metal knee pads and greaves encasing his legs. Even the tips and soles of his feet now sported the same silver metal. Looking himself over the teen noticed both the armor and suit sported the same red lines that had appeared on his body prior to the transformation, the red streams now glowing luminously in the darkness.

"What is this?" Inui asked in awe. Before Kisuke could answer, however, the monster made its move, diving straight down through the air like a missile, trident ready to skewer the teen straight through the heart. Seeing this, Inui quickly threw himself backwards off his feet, snapping his right leg up as he did, kicking his attacker straight in the chest, the force of the blow sending the monster barreling off course and straight through the side of one of the monorails support columns, the concrete crumbling under the force of the impact. Landing on his back, Inui quickly pushed himself back onto his feet, staring in awe at the destruction he caused.

'_Such power…_' The teen grinned, flexing his fingers before slowly clenching them, forming a fist.

'_It's payback time_.' Running forward, Inui noticed his speed had also increased in addition to his strength. He was also surprised to discover the armor neither slowed him down nor restrict his movements in the slightest. He quickly spotted the monster just as it morphed its tail back into two separate legs, its spear lying on the ground some feet away. The thing watched him warily, its beady little fish eyes darting between him and its weapon.

"Ready for round two, ugly?" he asked tauntingly, slowly approaching the monster as he cracked his knuckles methodically. The monster bellowed in rage, foregoing its trident in favor of ripping the teens head off, swinging its arm at Inui in a wide strike, who responded by quickly ducking under the blow, delivering a swift right kick to the things chest before slamming his fist into the side of the creatures face, sending it stumbling backwards into the same pillar it had crashed through a moment before. Launching forward, Inui punched the monster in the face with a jab-cross combination, following up with hook to the body and a back fist across the face, knocking it sideways. He then grabbed the grey fish monster by its wrist and shoulder pad, driving his knee into its ribs and stomach twice before swinging it around to face him as he slammed into its chest with a heavy front kick. The blow sent the monster flying backwards, crashing to the ground on its side. Inui quickly moved to stomp the things head in, but the monster wasn't out of the fight yet. And what he failed to notice was that when he had kicked the monster earlier, it had landed next to its weapon. Just as he was upon it, the monster whirled around and lashed out with its spear, the trident's blades clashing against his chest armor, sparks erupting from the point of impact as the teen staggered backwards with a cry, clutching his chest in pain.

To his amazement, he wasn't dead, but he didn't have time to appreciate that much as the monster continued pressing the attack, slashing him across the chest causing him to stumble backwards. The monster roared in triumph as it struck Inui with a forward thrust before slashing him across the chest, sparks continuing to fly left and right from the attacks.

"Augh!" the student cried out in pain as he backed into one of the support columns, finding he had no room left to retreat as the monster leapt into the air, bringing the trident down in a horizontal slash. Inui quickly raised his arm to catch the spear while falling to the floor on his back. From there, the teen did the only logical thing he could think of. With a yell, he leaned up and punched the grey monster right between the legs. As it doubled over in pain, Inui leaned down on his back, using his momentum to swing his leg up and kick the monster in its shoulder, sending it reeling backwards as he wrenched the weapon out of his opponents hands.

Rolling to his feet, Inui hurled the trident at the monster before bringing his fist back as he charged forward, throwing a hay-maker its way. The monster swiftly ducked under the blow as he passed over him, before throwing two of its own punches which Inui parried aside then blocked a third punch with his arm before driving his elbow into its chest, flicking his wrist as it staggered backwards. The monster came back with another hay-maker, Inui ducking and leaning his head to the side as its fist sailed harmlessly past his head while smashing his own fist into its chest, then dodged to the right to avoid its other fist before unleashing a devastating series of punches onto his enemy, ending with powerful hay-maker across the monsters jaw, sending it spinning to the ground. Seeing it struggle to rise to its feet, Inui took a deep breath, gathering his strength for one last push.

'_Time to end this_' he decided, flicking his wrist as he squatted down, leaning his right arm on his front leg while his left arm hanged motionlessly in the air, almost touching the ground. Breaking out into a dash, Inui ran straight towards the monster as it slowly staggered to its feet. Growling defiantly, it raised its arm back as it prepared to hit the armored figure with all the strength it had left, but before it could even budge its arm an inch, Inui lashed out in a perfect side kick right to the creature's torso. For a moment neither combatant moved, the monster staring at the teen in what Inui thought looked to be disbelief. Blue flames suddenly burst from its body, igniting from the area around the teen's armored foot.

Bringing his leg back and setting it down, Inui watched quietly as the monsters body was engulfed in flames, its skin turning charcoal before slowly but steadily disintegrating into dust. Stepping back from the pile of ash lying before him, the teen felt himself tremble slightly as his body felt the effects of the adrenaline pumping through his veins. Closing his eyes, Inui took a deep breath as he resisted the urge to howl in victory, taking an almost primal enjoyment at the simple fact that he was alive. Turning, he walked back in the direction of the crashed van, spotting Oshino leaning against the wreaked pillar, a grin plastered on his face.

"So what do you think?" he asked, gesturing towards the belt with his hands, making an effort to keep the eagerness out of his voice.

Walking up to the wrecked remains of the van, Inui noticed his reflection in the vehicles window. His head, like the rest of his body, was also encased in armor. Sharing the rest of the armors color pallet of red, black, and silver, the helmet sported a pair of large yellow glowing eyes, split down the middle with a green light resting between them. The top of his helmet ended in two red antennas, reminding him somewhat of shark fins. "Incredible, I've never seen anything like it in my life." Turning to the scientist, he asked simply, "What is it?"

"That, my young friend is what those thugs and that… thing were after. It's called the Faiz Gear" he announced proudly, not even attempting to hide how pleased he was with himself. Before he could continue with his explanation, however, Inui raised his hand, gesturing for him to be quiet. Listening closely, the teen's ears faintly detected the sound of sirens wailing off in the distance, slowly growing louder as they got closer.

"Explanations will have to wait till later, Anti-Skill is on its way here now" he told him.

Oshino frowned, listening for the noise himself before shaking his head, saying, "Are you sure? I don't hear anything."

"Trust me, their coming" he said, searching around the suit for a means to get it off, but finding none, the suit seeming to almost literally have become a second skin. Letting out a frustrated sigh, Inui looked up at the scientist and asked, "How the hell do I get this thing off?"

"Huh? Oh right. Just pull the phone out of the slot and press the end call button" he answered quickly. The student nodded, following the man's instructions as he flipped open the cell phone and pressed the end call button. Suddenly the red lines flashed out with crimson light, dying down to reveal Inui back in his ripped and bloodied school uniform as the red streams quickly retracted into the belt.

Reaching around, he quickly unclasped the belt from his waist before handing it and the cell phone over to Oshino who quickly returned the items to their slots inside the metal briefcase, closing it shut and snapping the locks into place. Taking a moment to collect his school bag and groceries from where he left them, the two quickly made their way away from the area, running down the street as fast as their exhausted body's would carry them. "Where are we heading?" Oshino asked, panting for breath as he struggled to keep pace with Inui who, despite the beating he had taken over the course of the eventful evening, still managed to maintain an impressive speed.

Not bothering to slow down, the teen looked over his shoulder and asked, "Do you have a place you can stay at? Where Smart Brain can't find you."

The man shook his head. "I knew they would check my apartment first so I set up a safe house in advance, but before I knew it they somehow tracked me down, I only barely managed to escape" he answered, wiping the sweat from his brow with his free arm, the other carrying the brief case that contained the Faiz Gear. He continued, "I'm still trying to figure out just how they pulled that one off."

"Could there be some kind of tracking beacon on the belt?" Inui asked, eying the case warily.

"There was, but I removed that just before I grabbed it." The scientist's eyes suddenly grew wide, a thought occurring to him. '_The Auto-Vajin… I never even considered that!_'

Inui nodded. "Tch… alright, my dorm is just up ahead. You can stay there until you find another place to hide out" he said slowly, his voice weary as exhaustion stated to set in, though he did his best to hide it. Feeling his eyes growing heavy, he gave his head a shake before continuing, saying, and "We can decide what to do tomorrow, after I finish school and we've both gotten some rest."

The man stared at him for a moment in surprise, before asking simply, "Why? Why are you helping me, a complete stranger so much?"

Slowing down to a walk, Inui looked up at the night sky, wishing Academy City wasn't so bright at night so he could see the stars. "Who knows?"

"Weirdo," Kisuke muttered dryly, before shaking his head. '_What a strange kid_' he thought to himself. "What did you say your name was?"

"It's Inui. Inui Ayumu."

**Open your eyes, for the next Faiz.**

"My friends died recently."

_'Monster? It couldn't be the same thing I killed last night, could it?' _

"Thank you, Inui-kun."

"Where's Kisuke Oshino and the belt?"

"Dame it all Inui, this is what happens when you stick your neck out for strangers! You end up getting attacked and chased through the park by big grey crazy bug monsters!"

"Henshin!"

**Ending notes:** Well that's the first chapter of my first fanfic. I hope you all enjoy it. Please leave reviews telling me what you thought of it. What you liked, what you would like to see, anything you might have disliked, suggestions on how I could do better, etc. One thing I would like to make clear is that I will not be changing any of the major events in the Index storyline. When my OC's get involved in anything the main storyline covers, while they might alter the events slightly, the end results will not change. On the Kamen Rider side of things, all the riders will be appearing in this fic eventually, Kaxia, Delta, Psyga, Orga, The Riotroopers, their all going to be here. I might tweak the way some of the 555 riders gadgets work to better fit the story as I go along, but nothing too drastic.

Until next time, Ryvius reporting out.

**Omake:** "You want to beat that thing don't you?" he asked, as he flipped open the cell phone and began dialing in a number, the phone making a loud techno beep noise every time he pushed a button.

"Well yeah, but-"

"Then shut up and get ready to kick some ass, Marty" he said with an almost psychotic looking grin as he finished entering in the activation code before pressing enter. "Once this baby hits 88 miles per hour, you're going to see some serious shit."


	3. Chapter 2: The Crimson Smash

**Disclaimer: I do not own either To Aru Majutsu No Index or Kamen Rider 555. Or Justifaiz.**

**I've done it! By all that is fanfiction I have done it! People, I am so sorry this chapter took as long as it did. To list all the things that hampered my progress would require another chapter by itself, so I'll spare you the details. As I write this, it is currently 4:56 AM and I have a martial arts class in roughly 7 hrs. but I stayed up anyway to finish this chapter, for you. I request you return the favor by leaving encouraging, helpful, and honest reviews. With that, enjoy. **

**A Certain Scientific Kamen Rider 555**

**Chapter 2: The Crimson Smash**

**Academy City: District 7-Backalley-July 5**

Smart Brain employee Araragi Tetsou awoke with a startled jump, finding himself lying face down on cold, hard asphalt. '_What!_' Quickly pushing himself up, the man looked around franticly to see that he was lying in the middle of an alleyway, the morning sun just starting to rise. "What's going on? What am I doing here? Augh, dame it! What the hell happened to my dame nose!" he asked out loud, trying desperately to remember how he ended up in his current situation.

Suddenly it all came back to him in a whirlwind of memories. He and his co-workers receiving the order to search for and retrieve both research director Oshino Kisuke as well as the equipment he had stolen, how they found and chased the scientist around Academy City for almost half the day, and finally cornering him under the monorail bridge. '_That's right… we had him, we were set. And then…_' Tetsou clenched his teeth as his balled fist shook with anger.

Then that little bastard showed up out of nowhere, cell phone in hand as he claimed that he alerted Anti-Skill to their actions, and then proceeded to beat the living shit out of them, resulting in Tetsou's nose getting broken. The next thing he knew he was awakened by the terrified screams of his co-workers only to join them as he saw that… thing just as it grabbed Matsuda by the throat and snapped his neck. Then it proceeded to walk through a hail of stun rounds like they were pebbles before impaling Ikari on its spear. Tetsou suddenly felt sick as he couldn't help but remember the pitiful sounds his friend made as the life drained from in a matter of seconds. After that, his memory became fuzzy. He remembered running, terrified for his life, Arai not far behind him. At first Tetsou had thought they were in the clear when they didn't see the monster pursuing them, but just as they stated to slow down to catch their breath, the thing suddenly dropped down from the sky onto Arai, literally crushing the man beneath its weight. Screaming out in pure terror, Tetsou turned and ran down a dark alleyway in a last ditch effort to escape. Behind him, he heard the sickly, ripping sound of flesh being pierced as the grey monster finished off the last of his coworkers. Turning the corner, Tetsou ran as fast as his legs would carry him.

'_Oh god, I don't wanna die!'_ he remembered thinking, scared out of his mind. '_I don't want to die!_' Just as he reached the end of the ally, a dark shadow dropped down in front of him, blocking off his escape. The last thing Tetsou remembered was the feel of something heavy punching him right in the heart, fire exploding in his chest before everything went numb, and the world spinning as he felt himself fall.

The Smart Brain employee suddenly felt his stomach twist in a spasm of nausea as a realization struck him. Trembling, Tetsou slowly looked down at his chest to see a large hole torn into his suit right where his heart was. Before he could panic however, upon closer inspection he saw that the skin underneath was completely unharmed. Letting out a sigh of relief knowing that he was alright, Tetsou slowly stood up upright, his legs somewhat unsteady as he leaned against a wall for support. Then he froze as he caught sight of his hand, his blood running cold as he did. Running along the exposed skin of his arm was a series of strange, pulsing markings that formed a jagged pattern; the marking's growing deeper by the second. His breathing becoming unsteady as started to panic.

"Ah…Ahh!" he cried out as he franticly tried to rub the marking's from his skin with his hand, to no avail before realizing the same marking's had also spread down his other arm as well. Spotting a window nearby, Tetsou ran over to it as fast as his feet could carry him. It was fairly dark out, which made seeing his reflection rather difficult, but he saw it all the same. He now wished he hadn't. "What the… What the hell is this!" he screamed out loud. The marking's had spread to cover his face as well, his eyes turning white before suddenly, his body burst into white light. When the light died down Tetsou looked once again at his reflection. What he saw wasn't his face. It wasn't even human. 'Oh _god…'_

**[Justifaiz]**

Can you feel? Let us talk about a little planet

In the growing expanse of space

Tell me the truth, the future I believed in

Is falling apart

Sorrows come again and again

Where are we heading?

Deep inside each one of us

Open your eyes, it's the time to go

To Stay Strong

To fight and defend once more

There will be no end to this dilemma… even if we keep on running

(The) End justifaiz the means!

**Academy City: District 7-Student Dorm-Inui Residence-July 6**

Waking to the feel of sunlight on his face, Oshino groaned as he slowly sat up and pushed the covers of the futon Inui had dug out of his closet for him to use aside, being careful of his injured ribs from the previous night. Half awake, the scientist yawned as he gently stretched his arms above his neck. Twisting his head from left to right, Oshino noticed the bed resting to his right was vacant. '_That's right; the kid's got school today. Damn, after the night he had, I think most people would have just skipped'_ he thought, chuckling as he slowly rose to his feet. His grin faded though, as he recalled the previous day's events; his safe house being discovered resulting in him running all over Academy City with Smart Brains dogs right on his heels the entire time, getting caught and beat down by those four men, the kid appearing out of nowhere before saving him, that… thing attacking them, him giving the kid the Faiz Gear which saved their lives, and how they arrived at Inui's dorm room before they both almost immediately collapsed from exhaustion.

Wondering what time it was, Oshino grabbed his watch lying atop the coffee table next to him, the digital readout saying it was almost lunch time. Considering he'd barely slept more than a few hours in the last two days, it was hardly a surprise he had slept as long as he had. Standing up, the scientist looked around the room curiously, having been too tired last night to really do anything other than sleep. As dorm rooms went, it was fairly spacious, having enough room for a one-person bed as well as the previously mentioned coffee table and the futon Oshino had used. A small plasma-screen TV rested against the adjacent wall, along with a number of unorganized stacks of books and manga lying in the far corner of the room. Behind him, in the remaining space between the balcony and the coffee table was a punching bag, the heavy kind that hung from the ceiling by a metal chain. Aside from that, however, the room was rather empty; Oshino noticing most of the furniture was crammed towards the kitchen to make room for the space necessary to properly use the punching bag.

The kitchen was nothing unusual, fairly well kept and organized. As he rummaged through the teens refrigerator for something to eat, it occurred to Oshino that he had not had a shower in close to over 40 hours, and he reeked of the stench of sweat, understandable as he spent the majority of the previous day running. After making and rather quickly devouring a sandwich with whatever the scientist could find, he then made his way over to the door that led to the laundry room and the bathroom, intent on enjoying a quick shower and getting his clothes washed. He stopped, though, when he saw the torn and bloodied pair of shirts Inui was wearing last night laying in the sink, both soaked from an obvious attempt to wash the blood out. Oshino gazed at the blood stained shirts before looking himself in the mirror, a look of self-contempt plastered on his face.

_'Damn it, I'm so pathetic. Not only did I lose all the evidence against Smart Brain, but I somehow managed to drag a kid into all this, who got injured fighting what should have been my battle for me'_ he thought bitterly, clenching his fist in frustration. Taking a deep breath, the man slowly released it as he pushed his negative thoughts to the back of his mind, realizing his immature angst would do nothing to improve his situation. If he was going to make it through this, he was going to need the kid's help. After tossing his clothes in the washing machine, Oshino proceeded to grab a nice, relaxing shower, the hot water working miracles for his injured ribs. Once his clothes were done washing, he moved them to the dryer before wrapping himself in a towel for modesty's sake as he kept himself busy with the news while his clothes dried. The scientist chuckled lightly to himself when he saw the news was covering the explosions at Smart Brain's labs, the explosions he was responsible for.

"Heh, what I wouldn't give to see that bitch Kugimiya's face right now. It's a shame I couldn't sneak a bomb into the Kaxia Gear testing labs as well. Her head probably would have exploded when she heard the news." As the news continued, he noticed there was no mention of his involvement in the incident, nor the fact that he was even missing. Oshino frowned, thinking _'So they're covering this up huh? Hanagata must really not want this to reach the public's eye.'_

Hearing the dryer buzzer go off to signal that his clothes were dry, he stood up and went to retrieve his clothes. Once he was fully dressed, he turned off the TV before proceeding to walk back and forth across the dorm room, his mind lost in thought as he once again recounted the events of last night, primarily the grey monster that had attacked Inui and himself. _'That thing said it was after the Faiz Gear. How could it have possibly known that I even had it unless it worked for Smart Brain? And if it did, why did it kill those thugs?' _Oshino's eyes furrowed in concentration as he remembered something the monster said.

_"My master may still have some use for you, so your life is safe for now." _

_'Its master… could it mean the esper that created it?' _he muttered to himself. It couldn't have been created by technological means, not even Academy City was so advanced it could rewrite the genetic code of a human being at such a level that it could create something like what he saw last night. From a scientist point of view, the monster was fascinating, displaying abilities such as transforming, flight, creating and shaping mass and disintegration, Oshino recalling the fate of the man that had been stabbed by the creature's weapon. It shrugged off high-voltage rounds like they were nothing, survived being rammed into by a van, and even managed to briefly put up a fight against the kid while wearing the Faiz Gear. _'Whatever it was, it was still no match for Faiz. Hell, I didn't even have time to hand the kid any of the weapons, he just kicked the thing to death!'_

Turning his head, he eyed the briefcase that contained the Faiz Gear lying on the coffee table next to him. Deciding he might as well inspect it to make sure everything was fully operational in case it was needed later, the scientist walked over to the side of Inui's bed, pulling the briefcase towards him as he sat down. _'I must admit though, the kid was impressive as well_' Oshino thought, remembering how Inui had defeated those thugs almost effortlessly, fought against the grey monster and despite his injuries and his opponents inhuman advantage, the teen refused to give up. Flipping the metal case open, the scientist grabbed the metallic belt, called the Faiz Driver, from its slot, checking for any signs of damage it might have obtained during the fight last night. Seeing none, he returned the belt to its proper place as he moved on to the Faiz Phone. _'Wonder how the kid's doing right now.'_

_**Academy City: District 7-A Certain Highschool-Year 1-Class 7**_

Inui blinked his tired eyes slowly as he packed his stuff away in his school bag, turning his head to gaze out at the sky as he resisted the urge to lay his head down on his desk and take a brief nap. Lunch period had just begun and most of his classmates had left for the lunch room or to find their own place to eat with their friends. Inui himself found that he wasn't feeling particularly hungry, his mind heavy with the events of last night. The teen recalled his fight's with the suits and the monster, actions that seemed remarkably stupid in hindsight. Feeling a chill run down his body, Inui shuddered. Last night was not the first time he had been in a fight; indeed, he had a number of encounters with the local street punks since he came to Academy City, though he tried to avoid such incidents when he could.

_'Judgment's only going to buy the self defense line so many times before they start holding me responsible for the fights' _Inui thought to himself dryly. But those fights were just street brawls, against teenagers with bad attitudes who barely knew how to throw a proper punch. But last night, Ayumu had almost lost his life, on more than one occasion. If not for the belt, he recalled Oshino calling it the Faiz Gear, he might very well have.

_'And not everyone was as lucky as I was,' _the teen thought grimly, recalling the corpse of the man who had his neck broken by the monster. Being unconscious at the time, Inui could only assume that a similar fate befell the other men as well, considering the blood that coated the monsters weapon. He suddenly released a long, pent up sigh, feeling very, very tired. They made the decisions that got them there, but they didn't deserve to die, and he may very well have been the reason they couldn't defend themselves. When he made his way to school earlier, he passed by the area under the monorail tracks where the incident took place last night. As he expected, Anti-Skill had sealed off the area, a unit still investigating the scene. Trying to avoid looking too interested, Inui only took a quick glance as he passed by. The first thing he noticed was the extensive damage to some of the support pillars as well as the large amount of broken glass, metal and concrete littering the ground. He also spotted a couple of Anti-Skill members in the process of loading up the crashed van that belonged to the thugs into one of MAR's large transport trucks. But what had really burned itself into the teen's mind, though, was the white outline where the dead thug's body had been last night, only a few feet away from where Inui himself had been lying unconscious after the monster sent him flying.

He was interrupted from his thoughts, however, when he noticed a figure standing next to him. Shoving his thoughts aside for later, Ayumu turned to look up lazily at one very displeased looking Fukiyose Seiri. She glared down at him for a moment with her arms crossed before making a disgusted noise.

"Inui, when I agreed to swap seats with you last month, it wasn't so you could have a nice view of the girl's tennis club while you ignored the entire lesson!" They had swapped seats the beginning of April when Inui, who had then been seated at the very front of the class, begged Fukiyose to swap seats with him. When she asked him what his reason for why he wanted to do so, he complained that Komoe-sensei reeked of cigarettes and alcohol, something the grey haired teen had vocally complained about numerous times to their child like teacher before in the school year, despite the fact none of the other students in the class could smell it. "You do know we have a major test coming up soon don't you? If you continue to act lazy and disinterested during lessons, it will infect the rest of the class like poison, causing them to fail the test resulting in our grade averages going down!" she said, her voice sounding very annoyed with the grey haired teen before her.

Inui let out a weary, exasperated sigh, saying "Give me a break, Fukiyose-san. I didn't get a lot of sleep last night and I'm not feeling well right now." He had hoped that would be enough to get well-endowed girl off his back, but that was a fool's hope. This was Fukiyose Seiri after all.

"I see, then what you need is caffeine to stimulate your central nervous system! Come on, the cafeteria should have some coffee milk to cure your lack of motivation!" she announced, grabbing the boy by the collar of his spare school uniform(his other one had been ruined during the fighting last night) and proceeded to drag him out of his seat towards the cafeteria.

"Oi, Let go! Fukiyose-san! Knock it off!" the teen protested, struggling in vain to escape his classmates iron like grip as she dragged him down the hallway. Several students' would stop and glance at the spectacle before going on about their business as if they never saw it. It wasn't unusual to see such sights when the students of class 7 were involved. In fact the only thing out of the ordinary was that it was Inui Ayumu who was being dragged down the hallway, Fukiyose's usual victims being one of the 'idiot trio' or 'Delta Force', consisting of Kamijou Touma, Tsuchimikado Motoharu, and Aogami Pierce. Said three were currently watching the event playing out.

Aogami chuckled to himself, commenting "I gotta say, it's really refreshing to see someone else on the receiving end of Fukiyose's …affection for a change."

"Ha ha, indeed! We should consider asking Inui if he'll handle her full time from now on, Nya~" added Tsuchimikado as he adjusted his sunglasses.

"Umm, don't you think we should go help him?" Kamijou asked, only to receive stares from his two friends. "Heh, sorry, don't know what I was thinking there" he said as they returned their attention to Ayumu getting his ass dragged down the hall. After a moment of thought, Kamijou said "Do you think we could pay him?"

Meanwhile Inui continued to search for a way out of his current predicament.

"Don't you have anything better to do?" he asked, still trying to pry open Fukiyose's grip on his collar with little success, despite his enhanced strength. _'Hell's Bells, what does this girl put in her cereal_!' thought Inui.

"Shut up!" she snapped at him. "This is for the sake of your academic performance so you should just shut up and be thankful."

Inui gave a pitiful sigh. "You know Fukiyose-san; it's because of that attitude of yours that you'll never get a boyfriend. Even with those large "assets" of yours and-…Oi Fukiyose-san!" the teen exclaimed as he turned his head to see the rapidly approaching flight of stairs. "The stairs, not the stairs! Aaahhhhhhh!" he screamed as his classmate violently threw him down the stairs.

**Academy City: District 7-A Certain Highschool Entrance**

Inui sighed as he creaked his neck from side to side, still sore from his 'accident' at the stairs. This, by the way, did not stop Fukiyose from dragging him all the way to the cafeteria and shoving a couple of cartons of coffee milk down his throat. "Man, that girl is really something else" he muttered as he flipped his locker shut and exited the school building. It was an excellent day, the temperature was comfortably warm, and the sky was a beautiful shade of blue with only the occasional small fluffy white cloud dotting the sky. Once again, Academy City's weather forecast had been accurate to the letter.

'_Better see how my guest is doing_' the teen thought as he navigated his way through the crowd of students leaving school, flipping out his cell phone as he did. Spotting a bench next to a row of bushes that looked fairly deserted, Inui set his school bag down and sat down as he dialed the number for his dorm room. Obviously not expecting Oshino to answer the phone, the teen quickly switched to his answering machine before simply saying "Hey old man it's me, pick up the phone."

A moment later he heard the phone pick up. "Yeah, what is it kid?"

"Just checking in to see how you were fairing. How the ribs feeling?" he asked, eying a pair of pretty third-year sempai's walking by as he did.

He heard the older man grunt, saying "I'll live. What about you? You took a hell of a beating last night, frankly I'm surprised you went to school at all." Ayumu felt a shiver run down his spine thought about what Fukiyose might have done to him if he skipped school for anything less than life-threatening illness. An image of her busting his door down before gabbing him by his shirt and tossing him over the railing of his student dormitory's eighth floor came to mind.

"Eh heh heh, don't worry, I'm a fast healer" Inui answered nervously, absentmindedly feeling the back of his head where he had struck the support column last night, the skin already perfectly healed underneath his hair. "Anyway, I just got through with school, so I'll probably be back in while, about an hour or two at the most. We'll have that discussion of ours then." Not that took that long to actually get back to his dormitory, but the teen felt he was going to need to make some important decisions soon and walking had always helped him think.

For a moment there was silence, before Oshino simply replied "Yeah, yeah, I hear you. See you then" before hanging up. Tucking his cell phone back inside his pocket, Inui picked up his stuff and started heading towards the walkway that led down to the city streets.

**Academy City: District 10 - Smart Brain Research Center- Head Office**

"I see… and you're certain of this?" asked Ryuseiji Hanagata, Smart Brain's Chief CEO, as he turned to face his Chief of Security.

Takamiya Kouta nodded. "Yes sir, I confirmed it myself. The kid's name was Matsuda, one of my employees" the man answered, his face and tone serious as he read the report sent to him by one of his contacts within Anti-Skill. "His body was found late last night, along with one of our vans wreaked under the monorail in the seventh district. Autopsy reports the cause of death was a broken neck."

Hanagata nodded, his eyes distant. "What of the rest of the team? Any news on them?" he asked a moment later. Takamiya frowned. That question had been weighing heavily on his mind as well.

"No sir. Their bodies were not found at the scene, and not one of them has yet to contact me since their last check in yesterday night."

"Is it possible they might have turned on us? Perhaps gone to one of our competitors with Director Oshino and the Faiz Gear in the hopes of getting a better deal?"asked the head of Smart Brain.

"We cannot rule out the possibly, though I believe it is unlikely" answered Takamiya. He continued "I hired these men myself, sir, and none of them have the guts or intelligence to plan something like this. Also, Matsuda and Ikari were close friends, I doubt Ikari would murder his friend in such a brutal manner and then just leave his corpse in the open for everybody to find."

Hanagata considered this for a moment before nodding in agreement. "This could have been Oshino's doing. With the Faiz Gear in his possession, four armed men wouldn't have proved much of a challenge."

Takamiya thought this unlikely as well, thinking Oshino was not the type to break another man's neck in cold blood, but chose not to say anything for lack of a better theory. And the level of damage to the monorail was well within the Faiz Gear's ability. But that still didn't explain what happened to the rest of the search team. Hanagata sighed before turning to his computer, his fingers dancing across the keyboard with speed and precision that only come from a lifetime of practice.

"Continue your search for the Faiz Gear and Oshino. And deal with this" he said dismissively, gesturing at the report on his desk concerning the dead employee.

"Yes sir."

**Academy City: District 7-Park**

"Ha ha, you'll never catch me, slowpokes!"

"Get back here!"

"Tag, your it!"

"Hey that's mine!"

"I don't see your name on it!"

"Why would I write my name on a sandwich!"

Inui chuckled as he walked past a group of kids running around one of the park's playgrounds, shaking his head his head as he did. '_Kids_' he thought as walked down one of the park's trails, no real destination in mind, other than the general direction of his dormitory. The park, as always, looked lush and green, the grass cleanly cut and the paths clean and litter free thanks to the relentless efforts of Academy's City's cleaning robots. Taking a right where the path's split, the teen returned his thoughts to what he was going to do regarding the source of his troubles, Kisuke Oshino.

The man had clearly made some powerful enemies, enemies who weren't overly concerned with civilian casualties, it seemed. The men in suits Inui had fought last night hadn't hesitated to try and zap him after he announced his presence to them, and had they succeeded, he had little doubt he'd have become a picture on a missing persons picture before the end of the week. And then there was the man who transformed into the grey monster before proceeding to murder the thugs, and then tried to do the same to Inui. The teen recalled Oshino saying something about it being "one of Smart Brain's lackeys", only to be completely shocked when the man changed forms, indicating he had no idea what the thing was. '_Which means_' the student thought, '_that he's in more trouble than even he realized.' _

Inui frowned. Smart Brain… one of the largest and most influential multinational corporations on the planet, it had its hand's in almost every industry sector on the market; technology, electronics, automotive, medical, industrial, and those were just the ones Inui knew about. '_It wouldn't be impossible that it had an interest in weapon's either_,' he thought as he recalled the Smart Brain logo on the Faiz Gear's case. The corporation established their head research center in Academy City some time after the city was established, though the teen knew little else in the way of details. What he did know, however, was that if Oshino had picked a fight with an enemy like Smart Brain, then the situation was a grave deal worse than he had originally had thought.

Inui suddenly released a heavy sigh he didn't know he had been holding. '_Relax' _he mentally told himself as he flicked his wrist absentmindedly '_Panicking accomplishes nothing. Let Oshino explain the situation first. Then panic.'_ Turning a corner, Inui spotted a juice vending machine up ahead. '_Eh, what the heck, it's pretty warm out here, I could use a drink to help me cool off and relax_' he thought as he fished out his wallet. Approaching the machine, Inui looked through the selection of drinks available and, seeing a lemon drink he liked, inserted the appropriate amount of yen into the machine and pressed the select button. And nothing happened. The teen blinked. He pressed the button again. Again, nothing happened. Inui stared hard the machine before him, his face unmoving.

"Aw, what the hell? Has someone been kicking this thing!" the teen yelled, jabbing the button repeatedly before throwing his arms up in frustration. He had had a very stressful night the previous day, and today had done little to help ease his pent up stress. Glaring at the broken piece of machinery in defeat, Inui pressed the return button to get his money back, muttering "Stupid piece of outdated scrap metal" as he did. Only for nothing to happen. Feeling his frustration rising to the breaking point, the grey haired student was about to vent his anger out on the rebellious vending machine when suddenly he heard the tell tale sound of something banging around inside the machine before a can popped out.

"Huh, took a while, but I guess that'll work" Inui said as he retrieved his drink. Only to freeze when he saw the contents of the can. Coffee milk. The teen couldn't help but feel that somehow the vending machine had utterly defeated him. Sighing, the teen begrudgingly drank the bitter tasting liquid before setting the can down on the ground as a cleaning robot rolled by, the trashcan-like machine sweeping up the can without stopping as it continued on its patrol, Inui patting the thing on the "head" as it did saying "Keep up the good work, little buddy."

Turning around, Inui started to make his way towards his dorm when he noticed a girl sitting alone at one of the park benches, wearing his schools uniform. Inui recognized her by her shoulder length brown hair that ended in short twin pigtails resting on her shoulders to be his classmate Hiramatsu Taeko, her face looking very tired from what the teen imagined being several hours spent sobbing. An image of the girl crying as she quickly excused herself from the classroom the other day flashed through his mind as he continued walking down the park path towards his dormitory.

Inui decided to just walk by since he didn't really know Hiramatsu, their only relation being that they were in the same class. Not because she wasn't social, she hung out with her friends all the time, and as far as he knew, was well liked by the rest of the class, but rather because he himself didn't go out of his way to socialize very often with his classmates. But the closer he got to his depressed classmate, the harder he found it was for him to ignore her, an empty, uncomfortable pit forming in his stomach. '_It's none of my business_, _it's not my problem_, _I'm not involved, I'm not involved, I'm not involved_,' he repeated to himself over and over as he approached the bench, trying to avoid looking at Hiramatsu as he got closer. '_I'm not involved, I'm not involved, I'm not…Damn it' _he thought in defeat, stopping just as he was about to pass by. Taking a quick glance at the depressed highschool girl, who had not yet noticed his presence; a concerned smile formed on his face before he quickly turned around and ran back the way he came.

A moment later a loud clang could be heard echoing throughout the park as something slammed violently into metal, startling Hiramatsu. "What was that?" wondered Taeko aloud as she looked around for the cause of the noise that had broken her out of her deep thoughts.

"Yo" greeted a friendly voice. Taeko looked up to see a teen with grey hair and topaz colored eyes smiling down at her. In each hand he was holding what looked like juice cans, his school bag hanging by its shoulder strap at his side. Taeko realized a moment later the boy was one of her classmates, Inui Ayumu.

"Ah, Inui-san!" she said softly, surprised by her classmates sudden greeting, having only barely spoken to him for the majority of the school year. While Inui wasn't someone she would call anti-social, he tended to keep to himself and didn't really talk much, especially in comparison to the other male students in class seven. She was surprised yet again when the boy extended one of his hands, holding out one of the juice cans in offering.

"Thought you might be thirsty" Inui explained, grinning sheepishly.

Taeko stared at him for a moment in surprise before smiling, accepting the can with a quiet "Thank you." She had always been soft-spoken.

"Mind if I sit down?" he asked, opening his can of what looked to be lemon juice. Taeko nodded, having forgotten all about the reason she was sitting alone to begin with.

"Ah, that's better. I needed to get off my feet for a moment" Inui said as he made a show of stretching his legs out, exaggerating the gesture as he took a swing of his drink… only to suddenly spit it out and hide the can behind his back, looking off to the side nervously in a desperate attempt to look innocent as a group of security robots rolled by.

"Vending machine #7116 damaged. Vandalism suspected. Vandalism suspected."

"What was that about?" Taeko asked as the robots rolled out of sight.

"W-Who knows? Probably just some dumb punk messing with one of the vending machines, heh heh" Inui chuckled nervously. Taeko blinked.

"But why did you-"

"So how bout this weather!" the boy asked loudly, almost yelling, as he quickly tried to change the subject. '_Oh god, did I just ask that? Get it together Inui! You're better than that!_' he mentally berated himself.

"Oh, it's lovely today. The weather report said it was going to be like this for the rest of the week, isn't that nice?" she said pleasantly. Inui slammed his head into the bench. '_Hell's Bell's, that actually worked!'_ he thought to himself as he sat up in his seat.

"Yeah, sure" he answered somewhat dryly, rubbing his head. Taeko nodded, taking a sip of her drink before making a sound of approval.

"This tastes great! How did you know I liked strawberry Inui-san?"

'_Huh, is that what that was? I just grabbed the first two things that fell out. Lucky me!' "_Just a lucky guess" he responded as he took another swing of his own drink. Fortunately for him the other drink that had fallen out was lemon flavored, Inui's favorite. Feeling his neck was somewhat stiff, he raised one hand to his neck before sharply jerking it from one side to the other, resulting in two noticeable popping/cracking noises before he released a groan of comfort as his classmate glanced at him with a look of concern.

"Are you alright, Inui-san? Was that from what happened at school earlier?"

"Probably" he admitted, laughing "Fukiyose-san likes to play rough."

"She can be rather … passionate about her ideals" Taeko agreed, before adding "She means well, though."

Inui nodded. "Yes she does. Though I gotta say, I think I've discovered new found respect for those three idiots. To receive that level of punishment on a weekly basis and still posses that kind of energy they show, those three are truly impressive" he said in an exaggerated fashion, causing his classmate to burst into giggles. He would be lying if he said she didn't look incredibly cute while doing so.

"So Hiramatsu-san, what'cha doing out here by yourself?" he asked.

"Oh, um, nothing much. Just thinking" she answered uncomfortably, looking down at the ground.

"I see. Mind me asking what about?"

For a moment, Taeko didn't say anything as she continued to gaze down at the ground. Just as Inui was about to apologize and tell her it was okay if she didn't want to talk about it, she said "My friends died recently." She spoke quietly, in a tone that suggested she still didn't quite believe the words herself.

'_Or that she doesn't want to_' he thought to himself solemnly.

Inui nodded his face serious. "I'm sorry" he said sincerely. Taeko continued staring down at the ground, her bangs hiding her face from view. "Do you want to talk about it? Trust me, it helps, and I'm a good listener" he offered.

Once again, she didn't speak right away, but Inui was patient, knowing this was not an easy thing to talk about. After some time, she began; her voice so quiet that Inui would not have heard it if not for his advanced hearing. "It happened so fast. We had just finished hanging out at Macronall's, and were heading back to the dormitories. It was only just starting to get dark out, but it wasn't like we were in a dangerous area. We were laughing, talking about the upcoming System Scan, club activities, what boys we liked, things like that. And then…" Taeko stopped, her voice momentarily failing her. "And then… this, this _monster _leapt out at us from an ally way." Inui felt his blood run cold at his classmate's last statement.

'_Monster? It couldn't be the same thing I killed last night, could it?' _he thought as Taeko continued, her voice rising.

"It… oh god, it … it hit Yukki and she fell over and hit her head on the sidewalk… there was blood, and she wouldn't get up… and then it attacked Kana." Taeko shuddered, her breathing becoming noticeably unsteady, but she continued, fingers trembling. "God, the screaming… I saw my friends suffering and in danger and I… and I-I didn't… I couldn't… all I did was run! I was… I was so scared, I couldn't do anything but run!" she cried, breaking down into uncontrolled sobs as she suddenly turned and buried her head into Inui's chest, her hands gripping his shirt tightly as she shook violently.

Inui was taken aback by this, but didn't hesitate to gently wrap his arm around his distraught classmate in a comforting hug, keeping careful to make sure he kept the embrace appropriate, while his other hand came up to gently pat his classmate on the back of the head. "Its okay, what happened wasn't your fault" he murmured gently and without drama "It's okay."

"No it isn't! I abandoned them! They were my friends and I… I …" she stuttered, unable to finish as her voice failed her before she once more broke into uncontrolled sobs, burying her head into the boy's chest. "I'm so ashamed…"

"There was nothing you could do, Hiramatsu-san. They were your friend's right? I'm sure they don't blame you for what happened" he said gently. "We all get scared sometimes. It's okay, it wasn't your fault."

"I'm sorry, I'm so sorry!" she sobbed quietly, her grip on his shirt slowly loosening.

"There's nothing to be sorry about" he said simply.

"… I miss them so much" she whispered into his chest.

"I know."

After a while her sobs began to steadily die down, until at last she slowly pulled away from the boy, quickly bringing her hands to her face as she attempted to clean off her face. Inui kindly turned to look away, giving her some privacy as she cleaned up.

"You okay?" he asked over his shoulder. Taeko nodded, lowering her hands as she looked up at him. Her face was red and her eyes were blood shot and swollen, but somehow, in a way Inui couldn't explain but just knew, she looked better, the great weight she had been carrying no longer there.

"Yes, I'm okay" she answered as he turned back around to face her, before suddenly turning red in the face, looking down as she stuttered "S-sorry."

Inui frowned, puzzled. "Didn't I just tell you? There's nothing to be sorry about, it wasn't your fault."

The brunette shook her head sharply, saying "N-no not about that. I meant your shirt" she explained, feeling like she was about to die from embarrassment.

"Hmm?" Still confused, the grey haired teen looked down at his school shirt. The entire chest area was soaked wet with tears. "Oh~, that. I hadn't actually noticed that, heh heh" he said, his face turning slightly red at his assumption. Taeko started to giggle, looking incredibly cute despite having just moments before been crying her eyes out. Inui chuckled, asking "So are you feeling any better?"

His classmate smiled at him sweetly. "Yes, I'm actually feeling much better. Thank you, Inui-san."

"Don't mention it, I'm just doing what anyone in our class would have done" he said as he flipped out his cell phone to check the time. '_Yikes, that took more time than I thought.'_ Looking up at Taeko he gave an apologetic smile as he said "Sorry Hiramatsu-san, but I just remembered I have to go meet up with someone." As he explained this, the teen quickly got up off the bench, grabbing his school bag as he did.

"Oh, um alright" she said surprised at the boy's sudden announcement.

"See you at school tomorrow" he said as he readied to leave.

"Alright" she said as he started to leave. Suddenly Inui froze as he remembered something.

"_And then… this, this monster leapt out at us from an ally way."_

'_Could it really have been the same thing that attacked me_?' He then recalled something one of his classmates had said the other day.

"_I heard that one of the victims claimed he was attacked by some kind of monster."_

The grey haired teen couldn't help but feel a sense of dread come over him as a horrifying possibility struck him. '_Could there be more than one of these things?'_

"Hey, Hiramatsu-san" Inui said, turning around.

"Yes?" she responded, wondering why he had suddenly stopped. Inui felt one of his hands curl tightly into a fist. He didn't want to ask her the question and risk pouring salt on her wounds. A part of him didn't even want to know the answer, feeling he'd be better off not knowing. But he needed to know. Running from the truth never did anything.

"The thing that attacked your friends… What did it look like? Could you describe it?"

To Inui's surprise, Hiramatsu took the question fairly well. Looking down, she took a deep breath to calm herself, recalling what details she could. "To be honest, I didn't really get a good look at it" she admitted "It was dark, and it came out of nowhere so fast. It wasn't human, I'm sure of that much. It was too big, and the sounds it made" she shuddered before continuing "It had grey skin, like it was made out of stone or something."

Inui nodded, feeling his fist tighten till his knuckles turned white. That sounded like what saw last night, alright. "Did it kind of look like a fish with large shoulder pads?" He knew he shouldn't ask such a revealing question, but with his nerves on edge he wasn't thinking quite clearly. Taeko frowned, shaking her head.

"A fish? No, in fact if I had to say I think it resembled a cat, or a tiger, if it was grey and could walk on two legs." Looking up at her classmate, she asked "Why did you ask Inui-san?" He didn't respond, his mind racing.

'_So there's more than one of these things running around Academy City attacking people and there after __the old man and the Faiz Gear… I don't get it, what's the connection?' _

"Inui-san?" he heard his classmate repeat, breaking his train of thought.

"Hmm? Oh, just for safety reasons." He lied badly. '_Need to change the subject!' "_Oh yeah, you reported this to Anti-Skill right?"

She nodded, saying "I did, but they haven't told me anything yet." Inui nodded.

"Alright, thanks for the info Hiramatsu-san! See you at school tomorrow! Don't stay out past dark!" he yelled, taking off down the park path, heading in the direction of his dorm.

"Ah, wait! Inui-san!" she called out after him as she stood up, watching as the boy ran around the corner past a row of trees and out of out of sight. Bringing a hand up to her hair she absentmindedly played with a one of her pigtails as she whispered "Thank you... Inui-kun."

**Academy City: District 7-Near Park Exit**

Running down a park path that led through a row of tall trees, Inui had almost reached the park exit when his senses suddenly screamed DANGER! Before the teen had time react he felt something slam into his side knocking him off his feet through the air off the park path into the grove of trees. Without thinking, Inui reflexively held his arm out in front of him as he hit the ground, rolling with the impact on to one knee. Quickly rising to his feet, the student angrily looked up to see a man in a black suit standing a few feet away on the path, now effectively blocking off the teen off from the trail. The man had a dirty, disheveled appearance, to say the least. His dark black hair was greasy and unkempt, parts of it jutting up in random spots. The suit he wore was dirty and torn, with his face sporting a dried up bloody nose, like the man had been in a fight and lost. The man himself stared at Inui with a hateful, murderous gaze as he slowly took a single step towards him, followed by another, then another.

Ayumu watched the man cautiously, taking a step back for every step the man took forward, his hands hanging ready at his side in case his attacker decided to make any sudden movements. Looking at him, the teen couldn't shake a nagging suspicion that he'd seen this man before somewhere. Then it came to him. It had been dark when he had saw the man last, and he couldn't recall his name, but he recognized him all the same.

"You" Inui said, eyes widening in recognition "You're alive?" It was the suit that had given the orders to the other three from last night. Inui himself had given the guy the broken nose. For just a brief instant, the teen felt a surge of relief flood through him, the knowledge that his actions hadn't killed all of the men from last night. Then the situation struck him, and his mind went serious. '_He must be after the old man! Damn it, how the hell did I let him sneak up on me?' _

"…all your fault. Yes, it's your fault" muttered the man whose name was Araragi Tetsou, seemingly having not heard Inui, or not caring. He continued "We had him, we were set. You ruined it, ruined everything, you brought that _thing_ with you." The man released a sudden sob, tears beginning to fall freely from his eyes. The teen could only stare in confusion, baffled by the deranged man's ramblings. "Matsuda…Ikari…Arai, oh god, their gone. My friends are dead! Me becoming… I didn't deserve this! It's all your fault!" the man roared, spit flying from his mouth as he suddenly charged forward and leapt at the teen with speed Inui wouldn't have believed the man was capable of if he hadn't witnessed it himself. Unprepared for such an attack, the student raised his arms in a defensive gesture as the man slammed into him, driving him backwards into one of the surrounding trees. Inui gasped as the impact drove the air from his lungs, pain igniting across his back from where his back met bark. Taking advantage of the teen's disorientation, Tetsou seized him by his neck with both hands, lifting the student off his feet into the air in a shocking display of strength as he began to slowly crush the boy's wind pipe, grinning manically as he did.

"Where's Kisuke Oshino and the belt? Tell me, and maybe I'll make it quick" the man snarled menacingly through his teeth. Grunting, Inui grabbed his attacker's hands as he desperately tried to break the man's iron-like grip around his throat to no avail, feeling his strength start to fade as the man continued to choke the life out of him. Just as his vision started to blur, Inui gritted his teeth and raised his knee back before driving it forward into his attacker's groin. Tetsou never even saw it coming.

Feeling the man's grip on his neck loosen considerably as his attacker doubled over in pain, the teen quickly slipped his arms inside Tetsou's hold, battering his arms aside before furiously delivering a vicious blow to the man's gut and following it up with a swift strike to the man's jaw, sending him stumbling backwards before collapsing to the ground a few feet away. The student's first instinct was to run over and jump on the man's neck, knowing better than to give his opponent a chance to recover, but found he was unable to move as his legs buckled under his weight, forcing him to support himself against the tree behind him as he gasped for air. '_What the hell is going on?_' Inui thought as he forced himself upright, his mind racing. '_Did I just get lucky before? No, there was no way in hell this lunatic was that fast or that strong last night. Something's not right._' Turning to face his attacker, the teen saw the man had slowly risen to his knees, his whole body noticeably trembling.

"Shut up!" Tetsou yelled suddenly, slamming his fist into the ground violently. "I said shut up! I'll get the dame belt and that bastard scientist, so just get out of my head!"

'_What?_' Inui thought, watching the man closely as he pushed himself off the tree, having regained his strength. '_What on earth happened to this guy_?'

Suddenly the man sprung up to his feet, whirling around to face the teen with murder in his eyes.

Eyes that quickly lost all trace of color as the irises turn silver.

Inui felt his blood run cold, his eyes widening in both recognition and fear as dark, grayish markings appeared over Tetsou's face and hands, the man suddenly letting out a roar as white light enveloped his body, its shape molding and twisting into its new form. A moment later the man known as Araragi Tetsou was gone, replaced by a large ash grey skinned creature similar to the one Inui had faced last night, but with a number of distinct differences. First was the creatures build, tall and thin though the teen didn't doubt for a second that this creature wasn't any less strong than the one he fought before. Appearance wise, it instantly reminded Inui of a Mantis, due to its head bearing a helmet that sported large bug eyes and two tiny antennas, as well as the large curved blades sprouting from its forearms. It wasn't armored like the monster from last night, though it did have large disk-like shoulder pads protruding from its shoulder blades, but rather it wore a strange duster like coat that came down to its feet.

"No way" Ayumu stated in frightened disbelief "… your one of those things too… but… how?"

Looking at the grey haired teen before him, the monster that was once the man named Tetsou spoke, the voice emanating from the monster's entire being rather than its unmoving mouth.

"What's the matter brat? You look scared. What happened to all that confidence you showed last night?" asked the monster mockingly in a distorted, echoing version of Araragi Tetsou's voice.

'_Damn Right I'm scared!' _Inui thought as he took a nervous step backwards; clenching his fist tightly as sweat began to form along his forehead. '_It hasn't been a whole day yet and already I'm getting attacked by another one of these thing!'_ Tightening the strap on his school bag securely to his person, Inui mentally shoved his fears aside as he slowly spread his feet to a fighting position while putting on his best cocky grin.

"You said you wanted the belt, right?" he asked, thankful his voice didn't crack, making a show of not-so-subtly shifting his school bag to his back. Raising his hand he gave a come-hither gesture as told the monster "Come and get it."

"Y-you little!" Tetsou yelled furiously before charging straight towards the teen with the intent of ripping into oh-so-many bloody pieces.

'_Is there anyone in this city with luck worse than mine?' _Inui thought, flicking his wrist just as the grey monster reached him, swinging its fist right at his head. '_If there is, I think I'd like to meet him…'_

**Academy City: District 15-Street**

Kamijou Touma hummed happily to himself as he strolled merrily down the street with his school bag slung over his shoulder, making his way back towards his dormitory in the seventh district. Today had been a good day for him, nay, almost a perfect day. He managed to get to class on time, remembered to bring his lunch and his wallet, and made it through the whole school day without incurring Fukiyose's wrath. And the good fortune didn't end at school apparently, seeing how he had yet to; injure himself or anyone else, damage any property public or otherwise, anger the local delinquent population, and best of all, had yet to encounter a certain hostile Level 5 middle school student. Truly, his long awaited day of good fortune had arrive-.

"LOOK OUT!" a voice cried out desperately, causing Kamijou to turn around just in time to see an out of control bicycler barreling straight towards him. Letting out a startled yelp, the boy cursed with misfortune quickly jumped to the side, just barely avoiding the bike as it rushed by. "Ha ha! Not today! This day Kamijou Touma will not be touched by misfortuneeeEEYAAAA!" He screamed as he suddenly slipped on a glass bottle lying on its side next to a cart/dolly that was being used by a construction team up ahead. As a result this sent the spiky haired student stumbling forward as he tried desperately to regain his footing, causing him to trip onto the cart as he caught himself on its handle, jolting it forward suddenly as it began to roll down the steep hill before it.

"WHOOOO LEFT THIS HERE~!" cried out Kamijou as he hung onto the railing for dear life as the cart flew down the hill at break neck speed towards the rapidly approaching constriction site at the intersection up ahead. Three construction workers carrying a large steel beam paused as they heard rather undignified screaming, looking up to see the source of the noise rushing straight at them.

"What the hell is that?" asked one of the men, tilting his helmet up out of his eyes.

"Looks like some crazy kid surfing a dolly down the hill" answered another worker lazily.

"He's coming right at us!" yelled the last man, wide eyed. Setting down the beam, the men quickly scattered, the one who yelled actually diving into a roll to safety.

'_Oh you have got to be kidding me!' _thought Kamijou as he tried to brace himself just as the cart slammed into the abandoned support beam, launching the teen off the cart and several feet into the air, flipping head over heels several times as he soared above the heads of stunned construction workers, all the while screaming at the top of his lungs "SUCH MISFORTUNE!" before finally diving head first through an open manhole into the sewers below Academy City.

Silence filled the air before finally one of the workers turned to his friends and said "What just happened?"

**Academy City: District 7-Park**

Inui swiftly ducked under the monster's arm as its fist sailed over his head, smashing through the tree behind him effortlessly, sending splinters of wood and bark flying through the air. Moving behind to his opponent's backside, the teen turned and, with a shout, kicked it straight squarely in the back, knocking the creature off balance. It stumbled forward a couple of steps before spinning around on its heel, lashing out angrily with its arm as it did, the blade protruding from it missing Inui's face by millimeters as he leaned back just barely in time to avoid it. '_To close! Way to close!'_ He exclaimed mentally, before quickly sidestepping backwards to avoid another slash as the Mantis began to unleash a frenzied barrage of punches and slashes, forcing the teen to retreat further back.

Inui leaned sharply to the left to avoid one strike before ducking under a fast, if rather sloppy, hook, delivering two swift, solid blows of his own to the creatures abdomen as he did to no apparent effect before raising his arm up to block an oncoming fist, the ridiculous force of the Mantis monsters blow sending the teen reeling backwards, only barely managing to keep his footing as his attacker continued its assault. '_Oh crap, oh crap, oh crap!' _thought Inui frantically as he sidestepped, dodged and weaved his way through the onslaught of attacks, unable to block due to the grey monsters inhuman strength. One of the Mantis blades slipped through his defenses, however, the blade licking swiftly across his right arm, resulting in a snarl bubbling from the teen's throat at the long, though fortunately shallow, cut along his upper arm, blood instantly rushing to the open wound. Despite the flash of pain that burst from his arm telling him otherwise, Inui knew he had been lucky. If his arm had been placed just a little differently, he could very well have lost his arm altogether, instead of just a large scratch.

Shifting his body, the teen dropped low to the ground to avoid one the creatures arm blades before lashing out with a upwards sidekick, striking the Mantis monster's chest just below the neck. Once again, however, his attack seemed mostly ineffectual as the monster simply seized his leg and proceeded to fling him through the air across the grove, his face crashing against the ground violently, the soft park grass doing little to soften the landing as the teen rolled to a stop, his arms now scrapped and bruised in addition to the large cut he received, and his school uniform stained with dirt and grass.

"Augh… dame it, that's two gone…ugh… in less than a week" the teen muttered slowly, shoving the pain he felt aside as he pushed himself angrily to his feet, turning to glare at the thing that was once the man known as Tetsou as it slowly approached him. "The school makes us pay for these shirts asshole!" he growled, spitting out a wad of blood as he did in the offenders direction. The monster took two short steps forward before bursting into a sudden dash, slashing down at the teen as it did. Inui quickly shifted to the side to avoid the attack before stepping backwards to avoid the following uppercut, the curved arm blade just barely missing him as it sailed up into the air harmlessly. The Mantis monster then lashed out with a fast cross straight towards the student's face, its deceptively long arm surprising Inui as he instinctively leaned backwards sharply to avoid the large grey fist before launching into a back hand spring away from his surprised attacker.

Landing firmly on his feet, Inui took two running steps forward before leaping into the air in a jump spin hook kick, the action catching the monster off guard as he struck the monster directly in the jaw, knocking it right off its feet and on to its back. As soon as his feet touched the ground, he grabbed his chance and took off running, hearing the Mantis monster let out an enraged roar behind him as he fled the area as fast as his terrified legs would carry him. The teen made sure to stay away from the park trails, less he risk bringing anyone else into harm's way. Pulling out his cell phone, he began dialing his dorm room's number, stopping only to gather energy in his legs before leaping effortlessly over a five feet tall row of bushes in his path. Behind him he could hear the telltale sounds of Mantis-Tetsou giving chase not far behind, apparently lacking his predecessor from last night's ability to fly.

"Dame it all Inui, this is what happens when you stick your neck out for strangers! You end up getting attacked and chased through the park by big grey crazy bug monsters!" he yelled at himself as he dodged left and right through the park foliage, using every trick he could imagine to shake off his pursuer stopping once he spotted a large tree. Moving to hide behind it, Inui raised the phone to his ear as it began dialing, glancing out from behind his cover every few seconds to keep an eye out for the grey skinned humanoid mantis monster, his heart trying to beat its way out of his chest. Seeing no sign of it, the student quickly sent his call over to the answering machine as he spoke quietly into the phone. "Old man, don't pick up the phone, just listen. One of those men I beat up from last night just ambushed me in the District 7 Park near the student dorms. The guy's totally nuts and the best part is he just turned into a monster a lot like the one I killed last night. I think I've lost him for the moment so I'll try to get out of here and make it back to the dorm but if I don't then you should-!"

He ended his sentence abruptly as something big suddenly crashed through the tree branches overhead. Without thinking Inui dived into a forward roll, turning as he came up to see the area he stood a mere instant before now occupied by the large grey mantis looking monster, its arm blade sunk to the hilt in tree bark. Exactly where Inui's head had been a moment ago.

"Kid!" an alarmed voice suddenly called out from his cell phone, the teen recognizing it to be that of Kisuke Oshino's "Kid, you there? What's going on?"

Inui ignored the scientist's frantic questions as he rose cautiously to his feet, his eyes not losing sight of his attacker for a second before pivoting on his heel and taking off into a dead sprint. Unfortunately for him, however, Mantis-Tetsou was faster, leaping to cut off the teens escape almost instantly. '_Shit_!' Inui exclaimed in his head as he lashed out with a right roundhouse kick towards the monsters ribs, the creature intercepting the blow with its arm, resulting in a loud impact sound as the students shin struck the monsters skin.

"Tch, bastard!" the grey haired teen yelled angrily as he quickly retracted his leg, throwing a swift left cross straight at the monsters face only for the Mantis to simply catch his fist before slamming its own into the students gut, the blow knocking the air from of the teen's lungs and sending him flying back half a room's distance before he hit the ground, rolling to a stop as he coughed violently, clutching the area of his stomach where he got punched. Blinking the blurriness from his eyes, Inui absently realized he was no longer holding his cell phone, having dropped the device after getting the wind knocked out of him. With a grunt of effort he weakly pushed himself up onto one knee, looking up to spot his open cell phone lying a few feet away in front of him… just before it was smashed violently underneath a large grey foot.

"So~," the monster began, speaking in that same distorted, warped version of Tetsou's voice it had used before "You do know where Oshino is after all. Well this presents a problem. I can't very well kill you until you tell me where he's hiding, and I doubt you plan to be very cooperative. Quite a riddle, what to do?" he asked in mock puzzlement, making a thinking gesture with his arms as he did. Inui slowly rose unsteadily to his feet, his hands moving to his collar as he began systematically undoing the buttons on his white school shirt as he watched the monster prattle on with angry, burning eyes.

"Ah, I know," the Mantis monster said, turning to look at the grey haired teen sinisterly, "How's about I peel the flesh from your bones, strip… by… strip. Perhaps after that you'll be willing to talk" the creature remarked as it started to walk towards him. Only to be suddenly struck by what looked like a miniature sun, albeit not even close to half as bright as the real thing. Immediately upon impact, the red-orange energy sphere detonated violently, resulting in a van sized explosion, the blast kicking up a cloud of dust that blanketed the area.

"Ugh!" Inui grunted as he shielded his eyes from the dirt particles flying at him, his now unbuttoned white over shirt blowing backwards from the force of the explosion.

"Um, I think you might have overdone it a little that time, Sempai" he heard a female voice comment semi-seriously.

"Heh heh, you think so?" a male voice responded, chuckling to himself nervously.

Turning to his right, he quickly spotted the source of the attack. Standing roughly an apartments length away from him were two students. The first was a tall young man that looked to be a year or two Inui's senior, wearing a black school uniform he didn't recognize with a white under shirt and a black baseball cap on his head, covering most of his short spiky hair. The teen had his right hand extended out in front of him, palm open. '_Guess he's the one responsible for that attack just now_' Inui observed as he turn his attention to the teen's companion. The second was a much younger girl with short brown hair, wearing a uniform Inui distantly remembered belonged to Sakugawa Middle School. Both students wore matching green stripped armbands with the shield symbol pinned to their right sleeves, indicating they were both members of Academy City's junior security force, Judgment.

"Judgment!" the two announced, holding out their right arms in front of them at a downwards angle, their other hand holding the armband out flat.

'_Well… that's one way to make an entrance, I guess'_ Inui thought dryly to himself, wondering if they taught that pose at the Judgment Training Center as the two quickly approached him.

"You alright?" the older boy asked, shifting his gaze back and forth between the injured grey haired student and the slowly dissipating dust cloud.

"I'm fine" Inui answered gruffly, keeping his wary eyes on the cloud as well, remembering how irritatingly tough these things were. "Thanks for the help. Nice trick by the way. How did you know I was in trouble?"

"We heard all the noise while we happened to be on patrol" answered the girl readily as she inspected the teen's injuries, especially his arm, while ignoring his attempts to wave her away as he protested the need for first aid. "After that, a student quickly came to us and reported seeing you being chased by a 'large grey thing' and told us the direction you ran off in."

"Not that that thing would have been hard to miss for long" the tall, baseball cap wearing Judgment member commented as the smoke started to clear, "Now let's see-"

"Look out!" Inui yelled suddenly, ripping his arm from the brown haired girls grasp before dashing to the side to ram his shoulder into the older teen, knocking him aside to safety as a large grey figure leapt from the smoke, slamming into the grey haired student as its hands each seized a handful of the black t-shirt he wore under his school uniform that day. As the monster began to push him back with the intent of crushing him against the tree behind him, Inui grabbed both the creatures' arms before letting himself fall backwards to the ground, taking his attacker with him by using its own momentum against it. Planting his foot squarely against the monsters abdomen, the teen gave a grunt of effort as he used both their momentum and his own power to hurl the monster off himself and through the air until it slammed back first into the very tree it had planned to drive him into before falling to the ground on its head. Jumping to his feet, Inui spun to face the Mantis as it quickly moved to push itself off the ground. The student moved to continue his attack when suddenly he found himself being yanked back by a hand on his shoulder. "Oi! What's the big idea?" the teen shouted angrily as he shoved the offending hand from his shoulder, only for the cap wearing Judgment esper to ignore him as he moved to stand a couple of feet in front of him.

"Izumi, get him out of here. I'll handle this" he said to the girl as he raised his hand towards the now standing Mantis monster, orange energy gathering into the shape of a sphere in front of his palm before launching towards the creature. The monster brought its right arm up across its chest as the energy blast raced towards it, blue fire engulfing its clenched fist before; with a roar of challenge it slammed its fist into the orb of psychic energy, battering it away as if it were a rubber ball, the sphere detonating against a park tree a fair distance away. "What!" the esper exclaimed in shock, taking a nervous step backwards. '_What the hell is this thing_?' Suddenly the monster was a blur, covering the distance between it and the students in a second, slashing its arm blade down at the energy slinging esper that had tried to destroy it twice now. The teen, unable to use his powers at close range without risk of injury to himself, fell back to his Judgment CQC training as he expertly ducked under the monsters arm while snapping his shin into the creature's stomach in a well executed Muay Thai kick, unfortunately to no effect before the Mantis viciously slammed the back of its fist into his protecting arm, the inhuman force of the blow knocking the teen through the air spinning before colliding with the nearby tree, slumping to the ground, unconscious.

"Sempai!" Izumi cried out as she rushed past Ayumu while reaching into her skirt pocket and quickly whipped out a collapsible steel baton, the inertia of the swing extending and locking the segments into place.

"Wait!" Inui called out, knowing the baton wielding Judgment girl didn't stand a chance in hell against the large grey Mantis-like monster in a fight, armed or not. Running after her, he was surprised to see the Sakugawa student wield the baton with a surprising amount of skill as she attacked the creature, using fast, controlled strikes, focusing all the power in her strikes to the solid tip of the innermost shaft to maximize the damage done. Despite her best efforts, however, her attacks did little more than annoy the monster as it raised its arm to block the steel rod before kicking the girl in the stomach, the blow cracking one or two of Izumi's ribs as she flew to the ground, her baton rolling from her hand as she lay gasping on her side, unable to move due to the pain, but conscious.

"BASTARD!" Inui roared, charging at full speed towards the grey-skinned being, dropping into a sweep kick once he was within range, his foot knocking the creatures feet right out from under it, as it feel to the ground with a frustrated roar. Rolling out of reach of its arm blades, the student quickly rushed over to where Izumi lay, quickly dragging (as gently as he could afford to be given the circumstances, which admittedly wasn't a whole lot) her over to where her companion lied face down on the ground. Placing her against the tree, Inui quickly checked the older Judgment member's condition. He was alive, much to the teen's immense relief, though both of them would need medical treatment. Behind him, he could sense the monster rising to its feet, no doubt furious at once again being made a fool of by the grey haired teen. Turning to Izumi, he hastily said "Stay here; I'll lead this thing away from here. Once you're clear, call for help on your phone."

"B-but…" she protested weakly, her breathing irregular due to her injured ribs. Izumi couldn't allow a civilian to put himself in danger for them. Judgment existed to protect civilians, not the other way around. Behind him, the Mantis began charging towards them, murder on its mind.

"Don't worry, it'll be okay" he interrupted her, not really believing his own words himself as he turned, took two short steps and shouted in challenge before tackling into the creatures torso, driving it back a couple of steps before it easily flung him off. Hitting the ground on his hands and feet, Inui looked up to see the girl's baton lying a few feet away in front of him. Scrambling to his feet, the teen dived into a forward roll just as the monster made a grab for the back of the student's shirt, missing him by barely half an inch. Snatching up the weapon as he rolled to his feet, Inui immediately took off running, hoping the monster would forget the incapacitated Judgment members in favor of chasing him, remembering how Tetsou went on about Oshino and the Faiz Gear. '_Please be chasing me, please be chasing me, please be chasing me' _Inui prayed repeatedly, dodging past trees and leaping over bushes, before taking a glance over his shoulder to see a pursuing grey Mantis monster running after him, rapidly gaining ground on the teen as it tore through the park foliage with ease. '_Woo who~! It worked! It's chasing me; it's… chasing… me… OH SHIT! IT"S CHASING ME_!' he screamed mentally, realizing he was right back where he started before the Judgment members had intervened.

After roughly half a minute of running, Inui realized he was running out of area to run to, seeing a park trail ahead of him past a line of trees; he could even see a pair of female students sitting at a park bench with their backs to him, chatting happily whilst oblivious to the life or death situation occurring not too far behind them. Not willing to risk getting them or anyone else involved, the teen pivoted on his heel as he rounded a tree, planning to try and lose the monster somewhere else in the park. Only to see the large, insect like humanoid drop down from the sky directly in front of him. While it lacked the ability to fly, Inui had to admit, the thing could seriously jump. Using his momentum the student jumped forward into a front kick, striking the monster in the chest before bringing the steel baton down upon its head, the blow causing at least some discomfort to the creature as it reeled its head back from the strike.

Inui, applying his Silat adapted Eskrima training, followed that up with a series of rapid, precise strikes, hitting the Mantis high and low, the steel rod blazing like silver fire in the afternoon light. Dodging to the side as its fist sailed past his head; the teen brought the baton up between him and the monster's arm, shoving it to the side before quickly bashing the thing across the temple with the tip of the rod, then slamming the grip end directly into its face. The monster snarled in pain before kicking the student in the shoulder, the blow driving him right into the tree, smashing his arm painfully between his body and the tree bark. Gritting his teeth, Inui took a shaky step backwards before leaning sharply to the side to avoid having his arm severed from his body, only for the monster to deck him across the face, sending the teen spinning as he the ground hard, his mind and vision hazy from the pain.

As he struggled to push himself up off the ground, the monster took three short steps before kicking him in the ribs suddenly, knocking the air out of him and sending rolling across the ground, coming to a stop as he rolled onto his side, reflexively curling into a ball because of the pain while gasping for air. In his hand he still held the extendable baton, griping the handle so hard his knuckles turned white. '_Okay, that hurt. God, that really hurt.'_ Over his pained breathing Inui could hear the monster slowly approaching him, its heavy footsteps echoing like thunder against his ears as the grey insect monster stopped a few feet away, laughter bubbling from its throat.

"Stupid brat, this is what you get for sticking your nose in where it doesn't belong" Tetsou mocked, as it looked down on him in what the teen thought looked to be disgust. "Before I start cutting on you, I wanted to know something. Why did you try to fight me? You had to have realized that a useless Level 0 like you didn't stand a chance against me, even with all your fancy karate tricks, so why did you do it? Was it to protect that shitty scientist?"

Gritting his teeth, Inui pushed himself up with one arm to glare up at the Mantis. "Pretty much, yeah" he answered plainly.

The monster snorted. "How idiotic, why would you risk your life for someone you just met? Do you think your some kind of hero, Level 0?" the creature asked before breaking out into a fit of laughter.

"Not really, too much work. I just don't like seeing people suffer, ruins my peace of mind" Inui explained as he slowly rose to his feet, cradling his injured ribs which, luckily, none of seemed to be broken. "You see, ugh…, I'm the kind of guy who can't relax and be happy unless everyone around him is happy" he stated, loosening his school bag's strap before pulling it off. "But I don't want to die so…" he trailed off, tossing the bag over to Mantis-Tetsou who caught it with one hand.

"Humph, smart move" it said as it eagerly ripped the bag open, "Unfortunately it won't be enough to save… you…" it stopped as it looked inside the bag, only to see no sign of the Faiz Gear. Feeling a surge of rage spike through him, the monster threw the bag to the ground as it looked up just in time to see the steel baton flying towards it before it bashed into the side of its face. However, unlike the previous hits, this one actually _hurt_ the grey monster, its head jerking violently to the side from the force of the blow. In shock from the pain, the Mantis stumbled back two steps before it was struck once again by the steel rod, this time against in the temple on the opposite side of the head. The assault ended with a fast, solid kick to the creature's torso, the unnatural strength behind the attack knocking the grey humanoid to the ground with a heavy thud. Pushing itself off the ground, it looked up to see the teen glaring down at it with furious, blazing, feral, topaz-colored eyes. "You… How did y-?"

"When exactly" Inui interrupted, growling, "did I ever say I was a Level 0? My ability's simply harder to control than most."

The monster snarled before throwing out its left leg in a sweep kick to take the students legs out from under him. Seeing this, Inui quickly jumped over the sweep in a jump snap kick, planting his shoe against the creatures face as he sent it rolling backwards, unfortunately allowing it to rise to its feet. Bending its legs, the Mantis leapt at the teen while bringing its right arm down in a downward slash. Sidestepping out of the way, Inui twisted on his heel as swung the baton down in a diagonal slash using both hands as if it were a katana, while at the same time the monster reversed its momentum and lashed out with its other blade. A loud metallic noise could be heard ringing through the air as the ash grey blade severed the baton in two, the top half bouncing off the park grass off to their side quietly.

Realizing what had happened, the teen instinctively leapt backwards just as the Mantis's left blade sliced through the air that had just been occupied by his stomach a fraction of a second earlier, hurling the now useless grip end of the baton at his attackers head as he did, who instinctively battered the metal rod out of the air with its forearm, despite the fact that it couldn't possibly hurt the creature. What it did do, however, was cause the monster to leave itself open for Inui to kick it straight in the chest, his enhanced strength knocking it back a fair distance. Pressing the attack, the teen dashed forward as he brought his right fist back before throwing it as hard as he could, putting as much strength behind it as he could afford to without risking losing his control of himself… only for the mantis monster to catch his fist effortlessly in its hand before bending it painfully at an upward angle. Inui snarled in pain as he tried to push back, sweat building up along his brow from the effort, but to no avail. Even with his enhanced strength, he was simply no match for the creature's inhuman power. As Mantis-Tetsou began to laugh again, Inui could only think one thing. '_Aww crap.'_

**(A moment later) **

"So are you ready for the System Scan next week?" one of the girl's sitting at the park bench asked casually, oblivious to the life-or-death situation occurring just a matter of feet behind them.

The other girl shook her head as she answered "Not really, how about you?"

"Eh, I don't know. I think I might have a shot this time-!" she was interrupted suddenly as a shadow suddenly passed just over their heads before something landed hard on the concrete in front of them, startling the highschool girls greatly as they screamed. Lying with his back against the pavement in front of them was a teenage boy with light grey hair, his eyes clenched shut and his teeth gritted in pain as he held his right shoulder, which had taken the blunt of the landing, tightly in his hand. Despite not understanding what was going on, the two students quickly rushed to the injured teen's side, gently helping him up as the older of the two asked him if he was okay and what had happened to him. Instead of answering her, Inui grit his teeth as he gripped his shoulder tightly, and with a burst of force, shoved his dislocated shoulder back into place with a gasp of pain. Before anyone could say anything, however, a heavy thud echoed from behind them. Turning their heads, the girls screamed in terror as they saw the large grey skinned humanoid mantis monster approaching them menacingly.

Knowing what he had to do; Inui seized both of the girls by their shoulders and pushed them behind him, yelling "Run!" before charging straight towards, ducking under one of its arms as it tried to knock his head off before driving his fist into its solar plexus, his enhanced strength causing his foe to stagger somewhat which allowed him to slam his left elbow into the thing's jaw before dancing out of its reach to safety. Noticing the girl's hesitance to leave despite their fear, he once again yelled at them to run before sliding away from a wild punch, returning the favor with a kick of his own. This time the older girl got his message as she took her friends hand in her own and quickly led her away from the area to safety, planning to call Anti-Skill as soon as she was able too. Inui continued to duck and slide his way past his opponents attacks while snaking in a few of his own, but he knew he was fighting a losing battle, his body tired and sore from the fight and his assortment of injuries which even he would be unable to ignore for much longer. Shortly later he was proven correct when the monster caught him with an open hand strike to the chest, knocking him to the pavement painfully. At the teen struggled desperately to rise to his feet the thing that had once been the man known as Araragi Tetsou stood over him, raising its blade as it prepared to finally finish the student off.

"Play times over, brat" he said victoriously, repeating the words that he'd said to the grey haired teen the night before, this time with no meddling scientist to get in his way.

Or so he thought.

Just as the monster was about to bring the blade down on the beaten and bloodied student, three bursts of orange light flew over the teen's head and struck the creature in the chest in rapid succession, each shot erupting into shower of sparks, sending it reeling backwards before tumbling to the ground, its body convulsing in pain. Inui looked around to see his savior was none other than Kisuke Oshino standing several feet away, wearing the same clothes he wore from the previous night (since he understandably had nothing else to wear at the moment). In his right hand the scientist held what looked like some kind of gun, though not one of any design Inui had ever seen before, while his other hand carried what the teen recognized to be the Faiz Gear at his side. The student also spotted the metal case that carried the equipment lying open on the ground next to the man's feet.

"Catch Kid!" Oshino yelled out as he tossed the metallic belt underhand style to Inui, the teen snatching the transformation device out of the air with both hands before strapping it around his waist with a quick fluid motion, the ends of the belt snapping together with a metallic _click_. Noticing the monster was rising to its feet, roaring wildly in rage, Inui turned and shouted "Phone!"

Oshino grabbed the 'barrel' of the 'gun' he was holding and with a jerk snapped it straight and flipped it closed before tossing it at as well to the teen as well. Catching it in his hand, Inui realized he was holding the phone from last night that activated the Faiz Gear's transformation sequence. "This thing's a gun?" he asked in disbelief.

"The transformation code's 5-5-5 Enter!" the scientist told him as he flipped the cell phone open and began dialing in the code, the device making a techno beep noise with each press of a button.

'_I don't know what these bastards are or what their after, but I do know this much._' He thought as he pressed the enter button with a look of resolute determination on his face as he stared down the grey being that had attempted to brutally kill him.

"**Standing By**" the phone announced in its computerized voice before Inui slammed it shut. '_I will not allow these monsters to hurt anyone ever again_!' he swore as he thrust his right hand that held the phone up towards the sky, his left held out at his side, fist clenched.

"Henshin!" he yelled out before slamming the phone into the slot on the belt and snapping it sideways.

"**Complete**" the voice reported as Inui moved his right arm to mirror his left, red beams of light spreading from the belt to cover the his entire body before with a flash of crimson light he was incased from head to toe in the high tech power suit. Dropping his arms to his sides the teen flicked his wrist before charging right at the mantis monster, it doing the same with a growl. Tetsou attacked first, throwing a right haymaker which Inui blocked with his left arm before deflecting its other fist to the side with his forearm as he delivered a solid left cross of his own to the monsters jaw, sending it reeling backwards. He followed that up with a right roundhouse kick to the creatures head, which it blocked using both its arms as shields, but this left its solar plexus open for him to drive his fist into. As the monster doubled over in pain he punched it once across the jaw with a left hook, softening it up for his second punch as he slammed his armored fist directly into its face, knocking it to the pavement.

Inui ran after the monster as it rolled too its knees, lashing out with a low right roundhouse kick aimed for the monsters head and neck area. But Mantis-Tetsou wasn't out of the fight yet, slashing with its left arm blade in front of it. A shower of sparks flew through the air as the blade connected with the metal greave that encased the teen's foot, knocking his leg back and him off balance as the monster quickly sprung to its feet while raising its fist up in an uppercut, its blade vertically slashing the armor's chest plate, sending up another burst of sparks as the strike caused the teen to stagger back in pain. The mantis monster then stepped forward as it raised its knee up and struck the armored student in the chest with a vicious side kick, sending the teen flying through the air off the park trail to crash against a tree on the edge of the path.

"Ugh…err, that hurt" the teen muttered as he slowly pushed himself off the ground, his body aching.

"Watch out, kid! It's above you!" Oshino called out warningly. Taking the scientist's warning, Inui didn't waste time looking for his attacker as he quickly threw himself to the side just as the grey humanoid came crashing down on the spot he had just occupied in an attempt to crush him under its weight. The teen quickly leapt up to his feet as the monster charged towards him and twisted into a reverse roundhouse kick, which he swiftly ducked under before raising his left arm to block an overhand punch as he retaliated with a shovel hook to the creature's body and haymaker to its temple, the punch sending the monster stumbling backwards into the same tree it had knocked him into just a moment ago. Dashing forward, Inui lashed out with his leg in a side kick, the armored heel of his foot striking the monster directly in the chest, the force of the kick actually driving the mantis into the tree and _through _it, the top half of the tree falling to the ground towards the park trail with a loud crash.

"Uhh, timber? Oops" the student said as he observed the damage he had unintentionally caused, having underestimated the Faiz Gear's power. Noticing the grey skinned insect monster rising to its feet behind the fallen tree trunk, Inui flicked his wrist and ran towards the monster before jumping up onto the tree and kicked off it into the air, throwing his leg out in a jumping roundhouse kick, sending the monster spinning back onto the park path. Following after it, the teen struck his opponent across the face with an armored back fist, knocking the monster to its knees on the pavement. He then moved in with a right overhand punch which the mantis dodged to the side to avoid before moving to the teens backside, but was once again struck by a back fist as the teen spun on his heel and continued his assault. Inui then laid the beat down on the monster, unleashing punch after bone-breaking punch upon the grey skinned monstrosity. A left reverse punch to the solar plexus followed by right cross to sternum and three _devastating _haymakers to the head that sent it staggering. It tried to retaliate with a left hook, but the armored teen ducked under the blow before turning and hitting the monster with an overhand punch then jumped forward into a jump kick to the monsters torso that sent it flying back a fair distance before crashing to the pavement.

"Inui!" Oshino called out from behind him.

Hearing his name, the teen turned to see the scientist throw something to him that he promptly caught in his hands. The object looked to be some kind of metallic scope or flashlight, the Smart Brain logo and the designation "SB-555L" engraved on its side. On one end was a slot of some kind. "What the hell am I supposed to do with this?" the student asked.

"Take the Faiz Mission Memory, the card key on the front of the phone, and insert it into the slot! Then connect it to the Energy Holster on your right leg, open the phone and press Enter!"

Inui wanted to question the scientist further but realized as he noticed the monster slowly starting to rise to its feet that he didn't have time to play Twenty Questions. Looking down at his belt, the teen did as Oshino instructed and reached down to the phone to discover that the front of it that had the Faiz symbol on it was indeed removable as he pulled the card key free from its slot and inserted it into the slot on the flashlight.

**[Dead or Alive]**

"**Ready**" the Faiz Gear announced as the device, which he would later learn was called the Faiz Pointer, extended. Squatting down, the student reached down and connected the flashlight looking device to the "Energy Holster" on his leg sideways before twisting it up so it locked into place, now hanging parallel to his leg. Standing up straight, Inui turned to face towards the Mantis monster as he opened up the phone and pressed the Enter button.

"**Exceed Charge**."

Snapping the phone shut, the teen watched as the red lines on the front of the belt flashed bright crimson before the surge of energy began to travel down the red line from the belt to his right leg before reaching the Energy Holster, the Faiz Pointer's barrel lighting up with red light as it gathered the energy inside it. Ahead of him, the monster had finally managed to stand upright as it roared furiously before charging straight for the Faiz Gears wielder in a berserkers rage. Deciding to wing it, Inui squatted down once more as he gathered energy in his legs before taking off into a dead sprint towards his inhuman adversary before leaping up several feet into the air. Somersaulting head over heels forward, the teen instinctively brought his legs together as he pointed them directly at the approaching creature, the Faiz Pointer suddenly firing a beam of red energy straight at the monsters chest. However, instead of impacting against the target, the beam suddenly expanded into a crimson energy drill that hovered just above the monster, immobilizing it completely. Extending his right leg (the sole of which possessing a flashing red Faiz symbol) while tucking in his left, the Ayumu let out a shout as he kicked directly into the construct made entirely of red energy which began to spin at a very high speed as it drilled violently into the creatures chest, whitish blue light erupting from the point of impact.

Suddenly the Faiz Suit vanished within the vortex of energy as it drilled straight through the mantis monsters body, Faiz actually _becoming_ energy as its deathblow was executed, the feeling completely indescribable for Inui, though later he would wonder if this was how the characters of Star Trek felt when they teleported. Interestingly, as the energy drill vanished into the creature's body, it left no visible damage. A second later the teen reappeared in midair behind his opponent, still in his flying kick position before landing squarely on both feet. Behind him, the thing that had once been Araragi Tetsou screamed as its body exploded into azure flames, a finely detailed red Faiz symbol hovering in the air above the body as it disintegrated into dust.

Inui slowly turned to gaze at the pile of dust solemnly. Though the kill had been made in self-defense, and despite his attacker's monstrous new form, the teen couldn't escape the reality that he had just ended the life of another human being.

'_Again_' a voice from the deepest recesses of his own mind mocked him, causing his fist to clench tightly. Knowing they didn't have much time before Anti-Skill arrived, the student sighed as he began walking to where Oshino stood waiting; not sparing the monsters remains a second glance as he walked past them.

'_Faiz Pointer worked like charm_' Kisuke thought to himself as he observed the approaching teen. '_And the kid preformed the Crimson Smash perfectly, and without any instructions or training at that! Guess my hunch was right after_ _all, this kid… he just may be the perfect candidate for Faiz! _' he thought as the teen removed the Faiz Phone from the its slot and flipped it open to press the End Call button, stopping in front of the scientist as the Faiz Armor disappeared in a flash of red light to reveal a scowling Inui Ayumu in its place.

"WHAT THE F#K TOOK YOU SO LONG!"

**Open your eyes, for the next Faiz!**

**Ending notes: I'll make this quick and get a few things out of the way that you all might be wondering.**

**First-Index characters will appear in this story more often as it develops. I'm just laying down the ground work for the story first. **

**Second-If Inui seems a little too strong or resilient in his fight against the Orphenoch, don't worry, there is a reason for that. Also, I'm going to avoid un-morphed fights with them from now on, they take too much time.**

**My OC Taeko Hiramatsu(s) name and appearance was inspired/borrowed/copyied from a charater in the anime Kore wa Zombie Desu Ka?. For that matter, Ayumu's first name and appearance was also inspired from the anime. **

**That's all for now.**

**Until next time, Ryvius reporting out.**

**Omake**: "Hey kid" Oshino said as he turned to look at Ayumu.

"Yeah?" the teen replied.

"What was with the 'Henshin' thing? You trying to act like a manga character or something?" the scientist mocked, snickering to himself.

Ayumu's face flushed red with embarrassment as he yelled back "Shut up! It's just that... right before I activated the Faiz Gear..."

(Flashback)

The teen slammed the phone shut and was about to put it into the slot on the belt when suddenly everything in the world suddenly stopped, frozen in time. "What the... what's going on? What's happening?" Ayumu asked in alarm as he looked around wildly.

"**Do not panic Ayumu. Time has merely stopped momentarily. It will begin again shortly**" said a booming voice from nowhere.

"Who are you?" the student asked warily.

"**I am Ryviu- ahh, I mean God! Yes, this is God**" the voice babbled in reply.

"... are you lying to me?" Ayumu asked distrustfully.

"**No**."

"Oh, okay then. What do you want?"

"**Whenever you transform from now on, you need to shout or say 'Henshin' before you do**" the voice told him.

"What? Why?" the teen asked in confusion.

"**Because it'll make you look totally bad ass!**"

"But-"

"**Look just do what I say or I'll drop a lighting bolt on your head and end this fanfiction right now!**"

"Huh?"

"**JUST DO IT!**"

"Okay, okay!" the teen agreed as he raised his hand's in surrender.

(End flashback)

"... and that's what happened" the teen finished.

"..."

"..."

"... you are one strange, messed up teen, Kid."

"Bite me."


	4. Chapter 3: Kamen Rider Faiz: Part 1

**Disclaimer: I do not own either To Aru Majutsu No Index or Kamen Rider 555. Or Justifaiz.**

**Firstly, I'd like to apologize to anyone who has been patiently waiting for god knows how long for me to update. Lot of problems went into making this chapter. When I was about 1/4 of a way into it, my computer broke down, effectivly killing any and all progress I had going for several months. When I finally got the files back, I'd been out of the game for awhile and had to get my writing mojo flowing again, as well as rethink what I had planned for later. Add to that several instances of writers block, real world problems, and the fact that I'm not a very good writer, and it all leads to this update taking a long ass time to finish. **

**A Certain Scientific Kamen Rider 555**

**Chapter 3: Kamen Rider Faiz**

**Academy City: District 7-Park-July 6  
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"Alright, and you said the creature ran off when it heard our sirens approaching. Which way did it run off in, again?" asked the Anti-Skill member Yomikawa Aiho as she typed in Inui Ayumu's recounting of his assault by the 'large grey bug like monster' onto her PDA, the teen currently sitting down in front of her on the same park bench he had been thrown over during his fight with the aforementioned monster. A gorgeous woman with long, steel blue hair tied up behind head and an amazing figure, one wouldn't guess her to be an Anti-Skill commander if not for the special SWAT armor she currently wore. She also happened to be a P.E. teacher at Ayumu's school, though fortunately he himself had yet to have her as a teacher. He heard rumors that her teaching methods were rather brutal, Spartan-like he recalled one student saying.

"That way" he lied, pointing in the direction of the fallen tree he had accidentally knocked over during the fight. Despite the fact that he had already killed the monster that had attacked him, the knowledge that at least one, likely more, of these creatures were still prowling Academy City and attacking its students like Hiramatsu-san and her friends weighed heavily on his mind. By lying about the thing's demise, the teen figured he could at least get Anti-Skill and Judgment to increase their patrols and hopefully catch the esper or scientist responsible for creating the monsters and prevent any more deaths from occurring. Of course, he also left out the parts involving Oshino and the Faiz Gear from his report as well, for obvious reasons.

"Hmm… man, look at that! To cause that kind of damage, whatever the hell this thing was, its dame strong!" Yomikawa said, speaking in what Ayumu thought to be a rather tomboyish fashion.

'_Lady, you don't the half of it' _he thought dryly as he grunted in agreement, his bruised and battered body aching all over from the beating he took over the course of the afternoon, the painkillers one of the Anti-Skill medics had given him after bandaging up the large cut along his arm and spraying it with disinfectant doing little to dull his discomfort.

"Of course, your pretty impressive yourself boy. Fighting against something that can do that, that takes guts. But try to avoid being so reckless in the future from now on, please. Putting one's life on the line isn't something children like you should be doing" she said semi-seriously as she gazed down at the injured student sitting before her.

"Yes Sensei. The next time I get attacked by a big grey bug monster, I'll do the smart thing and run like a little bitch" Ayumu replied before he could stop himself, in the tone and manner of a kindergartner, his discomfort making him somewhat… no, very irritable. Surprisingly, however, instead of getting offended or reprimanding him for his extremely rude comment, the teacher instead began to laugh heartily.

"To say something like that to me, you really do have guts, boy! I wish the brat's in my class had that kind of attitude, it would make teaching a whole lot more interesting!" Yomikawa laughed as she hit the grey haired student hard in the shoulder with her helmet, the same shoulder that had been dislocated during the fight. The teen's colorful vocabulary that filled the night made even some of the male Anti-Skill members blush. Yomikawa Aiho, however, just proceeded to continue laughing heartily. While Ayumu continued to roll about on the ground swearing, another man in body armor approached the blue haired teacher with a report in his hands. Calming down, she accepted the report as she asked the man seriously "So how are they?"

"The boy has a minor concussion and a fractured arm, and the girl's got a couple of broken ribs, but thankfully they should both be just fine after a few days in the hospital" the man answered, much to the relief of both Yomikawa and Ayumu, who by this point had picked himself off the ground with a very annoyed look on his face.

"Oi, I don't mean to interrupt, but if we're done with the questions, I would really like to head to my dorm and get some rest" he told her, which really wasn't a lie. The teen wanted nothing more than to crawl into his bead and pass out, though he knew that would have to wait a while longer. The blue haired teacher took a glance at the report in her hands as she considered the situation for a moment before nodding as she turned to the grey haired teen.

"Hm, alright, I think were about done. I'll get someone to give you a ride."

Ayumu waved his hand dismissively as he picked up his school bag before slinging it over his good shoulder. "My dorms not far off, I can manage" he explained.

The Anti-Skill leader didn't seem to like the idea too much, but she nodded a moment later, saying "All right, but I want you to head over to the hospital first thing in the morning to get that arm checked out. Understand, boy?" she asked seriously, giving the teen the kind of look that only women seemed capable of performing.

"Yeah yeah, I understand" the teen answered grumpily as he stood up and started for the park exit, maneuvering his way through the small blockade of guards and security bots as he walked in the direction of the dormitory he lived at.

"So that's the kind of students Tsukuyomi-sensei teaches in her class, hm" Yomikawa observed as she watched the grey haired student walk down the street in a relaxed, carefree manner despite his injured state and the life or death situation he had experienced barely an hour before hand. "I gotta say, I'm envious" she said to herself as she grinned widely to herself.

**[Justifaiz]**

Can you feel? Let us talk about a little planet

In the growing expanse of space

Tell me the truth, the future I believed in

Is falling apart

Sorrows come again and again

Where are we heading?

Deep inside each one of us

Open your eyes, it's the time to go

To Stay Strong

To fight and defend once more

There will be no end to this dilemma… even if we keep on running

(The) End justifaiz the means!

**Academy City: District 7-Student Dorm-1****st**** Floor Entrance**

"Thank God, I thought she was never gonna let me go!" Inui exclaimed as he stretched his still sore and tired limbs, resulting in a disturbing amount of clicking, creaking, and popping noises emanating loudly from his joints. Ignoring the looks he got from passing students due to his beaten, bloody, disheveled appearance, the teen made his way to the elevator that led to his dorm room on the eighth and final floor of the complex. Pressing the elevator call button, Inui proceeded to wait as he watched the floor number indicator begin to drop as the elevator approached the ground floor. As he waited, the teen looked down at his ruined school uniform in annoyance, the once pure white shirt now covered with grass and small blood stains, not mention ripped in several places.

'_Guess I'll need to buy some new one's after school tomorrow_' he thought, annoyed, as he heard a wet squeaking noise approaching him from behind. Glancing over his shoulder, Inui did a double take when he realized he was looking at one very defeated looking, and, more importantly, very wet, Kamijou Touma, the squeaking sound being made every time his sneakers made contact with the floor. The grey haired teen noticeably flinched as a positively horrid smell assaulted his nose when his soaked classmate moved to stand next to him as he waited for the elevator to arrive, the source of the offending scent obvious. Slouching his shoulders in exhaustion from a long afternoon filled with misfortune, Kamijou glanced idly at Inui before doing a double take of his own, shocked to see the grey haired student so bloodied and beat up. Before either teen could say anything, however, the elevator doors opened with a _ding_ noise. After a moment's hesitation, the two wordlessly stepped inside the elevator, Inui pressing the seventh floor button for his spiky haired classmate as well as the eighth floor button for himself.

"Oi, hold the door's, Nya~!" a familiar voice called out just as the elevator doors began to close, causing him to thumb the hold button for a second or two until the blond haired, ever sunglasses wearing Tsuchimikado Motoharu appeared in the doorway holding a full bag of groceries in each hand. "Whew, thanks I… ahh?" he trailed off, mouth hanging open as he noticed the current states of his classmates, as well as the glares the two were sending him, neither of whom were in the mood for the teen's bright and sunny attitude after the afternoon they had.

"Uhh, I'll just… take the stairs" Tsuchimikado said nervously before quickly pivoting on his heel and starting for the stairs, deciding he'd rather face the seven flights of steps rather than being trapped in a small metal box with those two for a minute in their conditions. Inui and Kamijou merely glanced at each other as the elevator doors closed before sighing as they returned their gaze to the floor display. Silence filled the elevator.

"So what happened to you, Inui?" Kamijou asked, deciding to break the silence as his curiosity to know why his classmate looked like hell got the better of him.

"Got in a fight" Ayumu replied shortly as tried to avoid breathing through his nose, keeping his answer as vague as possible, "You?"

"Fell into a sewer" the misfortunate Level 0 answered back as he slumped forward with a heavy sigh.

"Man~, that sucks. You might wanna consider burning those cloths, I think their beyond saving" the grey haired teen chuckled; Kamijou sighing as he nodded in agreement as the elevator doors opened once they reached the seventh floor.

"Well, see you tomorrow, Inui" Kamijou said as he headed for his dorm room, Ayumu grunting in confirmation before the metal doors slid shut, trapping the beat up student in the metal box as it began to rise to the final floor of the building. Which unfortunately still reeked of Kamijou Touma's misfortune, as Inui discovered all too late as he absentmindedly took a deep breath through his sensitive nose a second later. Reaching the eighth floor, the elevator doors parted to reveal the watery-eyed teen hastily stumbling out of it, slumping against the balcony railings like a rag doll as he desperately breathed in the fresh air.

"I think from now on…" he paused to take another deep breath of air, "I'll take the stairs." Picking himself up off the railing, the teen slung his school bag over his shoulder as he made his way to the very end of the hall, where his dorm room resided. '_Why does it feel like days since I've been here last'_ Ayumu thought as he entered the apartment, having disabled the auto-lock function on his door when he left for school to allow Oshino to enter and exit the room as needed, setting his bag down on his kitchen counter while kicking the door shut behind him as he did. "I'm home" he announced sarcastically as he stepped into the kitchen, spotting Oshino Kisuke sitting at the coffee table with the Faiz Gear assembled out in front of him while he watched the news on the TV across from him.

"It's about time, I was beginning to think you might have gotten yourself arrested" the unhealthily thin looking scientist commented without looking up from the TV, twirling the scope-like device that Inui used to defeat the Mantis monster from earlier in his hand absentmindedly. "How'd it go, anyway?"

The fifteen year old sighed as he rummaged through his refrigerator for a drink, answering "Well enough, I suppose. The teacher in charge there drilled me pretty hard for details, but I don't think we'll have anything to worry about regarding Anti-Skill for the time being" he said as he turned around, drink in hand as he closed the refrigerator door behind him. Inui then briefly recounted to Oshino the cover story he had spun for Yomikawa Aiho, as well as the information he had learned regarding the grey monsters from his conversation with Hiramatsu-san, such as the possible existence of more of the creatures and their seemingly random attacks on Academy City's residents. The scientist found this new information just as puzzling as the teen did, failing to see the connection, if there was any, between the attacks and the attempts to capture him and the Faiz Gear. Inui then began telling Oshino about his encounter with Araragi Tetsou, explaining how disturbed and crazy the man had been acting, in striking contrast to how he carried himself under the monorail tracks the night before, as well of course, about his transformation into his new ash grey bug-like form. After the teen had finished recounting what had happened, the scientist sat in silence for a moment as he contemplated the information they had gathered so far on their inhuman adversaries.

"You know what I want to know?" the man asked casually a moment later as he once again began to twirl the scope/flashlight like device in his hand. Seeing the grey haired student shake his head in response, Oshino answered "Last night that thug, Tetsou was it? Whatever, anyway, last night he and his goons were just as shocked and horrified as we were when they first saw the mermaid monster, indicating-"

"I thought it looked like a stingfish myself. Also, who's we?"

"Shut up. As I was saying, this means that he had no idea what that monster was, and that they weren't on the same side." Oshino then told the teen what had happened to after he had been rendered unconscious during the fight with the stingfish monster the previous evening, how he witnessed one of the men get his neck broken and how in particular the next unfortunate suit fell victim to the grey creatures trident, blue fire erupted from within the wound and how ultimately, the man's skin turn ash grey before his entire body disintegrated into dust, much to the students horror. "And yet, the very next day, this man attacks you out of the blue, displaying monstrous new abilities much like that of the creature that killed his friends." Setting the device down, the scientist leaned forward to prop his elbows on the table before asking out loud "What I want to know, is _how_ he obtained those powers."

Inui took a sip of his drink as he silently considered Oshino's question, wandering aimlessly around the room as he did. "Do you think the monster from last night could have done something to him after it left to chase him down?" the teen asked, moving a hand to rub his left shoulder delicately.

Oshino shook his head. "It's possible, but until we learn more information about these things, then I can't say anything for sure" he answered. The teen grunted in reply. Neither of them spoke for several moments, not sure where to take the conversation from there. Finally, the grey hair teen spoke up, his tone serious.

"I think it's time you told me what's this all about." Inui stated as he walked up to the coffee table and tapped the Faiz Gear's case with his shoe. "What's the story behind the belt? What's your connection to Smart Brain, 'Director Oshino?' And what, and why, did you do to make them send armed men after you?" Oshino was quiet for a moment as he leaned forward to set the Faiz Pointer down on the coffee table before he turned to meet the students gaze with his own.

"Before I do, I want to say something first. You helped me out last night when I got caught by those thugs, most possibly even saved my life. And then you risked your life even further when you fought the mermaid monst-"

"Stingfish" the teen corrected.

"Shut up, when you fought the monster, even giving me a chance to run while you were going to try and hold it off when you knew you stood no chance against it. You got hurt protecting me, and to top it all off, have put yourself at further risk by letting me hide here until I can find a new, safer place to stay at" the scientist said as he looked down at the floor, his hair obscuring his eyes from view. "What I'm trying to say is that I owe you a lot, and as soon as I'm able I swear that I'll-"

"Yeah, yeah, just a 'thank you' will suffice" Inui interrupted casually, waving his hand in dismissal. "Oh, and a new cell phone would be nice. That bug bastard smashed mine" he added as an afterthought. Truth be told, he wasn't really all that upset over the untimely death of his cellular device, only having used it on the rare occasion that his sister decided to call to check up on him until today when he had used it to warn Oshino about the Mantis monster. But Inui felt he could at least let the scientist buy him a new phone, if only for the sake of his pride. "Just get on with the storytelling, while I'm still conscious." The man glared at the teen in annoyance, a vein visibly twitching in anger before he took a deep breath to calm himself as he leaned back against Ayumu's bed behind him.

"Alright, tell me, what do you know about Smart Brain?" the scientist asked as he reached forward to pick up what the teen recognized from ads he'd seen on TV to be a Smart Brain digital camera that was sitting on his coffee table with the rest of the Faiz Gear.

"Well, I know the corporation has more money than should be physically possible, that they have sectors for just about every business in the world except for entertainment… and possibly fast food. I know that their head research center is here in Academy City, and that an explosion occurred there two days ago, did you have something to do with that? And finally" Inui said as he finished his drink and tossed the empty can across the room into the trash can "I know their after you and the Faiz Gear." Oshino nodded as the grey haired youth listed off the information he knew about the man's former place of employment.

"Right, well, that saves me some time. To answer your last question, yes the explosion was of my doing, but that's getting a little ahead of ourselves. Better to start at the beginning, ne?" he asked, getting a reluctant nod from the teen in agreement. "Right, well, this all started roughly about four years ago, or at least that's when it did for me anyway. At the time I was still working here in Academy City at an experimental energy plant. Then, out of the blue, one day while I was on my way to work, a man in a suit approached me with a job position as a co-research director on a new ground breaking powered armor and weapons project, offering pay nearly three times the amount I was making at the time, saying my theories in creating a new form of energy and my previous work in mass creation and conversion fields would be invaluable in helping them overcome the difficulties they were experiencing with getting the energy fields to remain stable in order to-"

"Sorry to interrupt, but could you please use smaller words? I'm having a hard enough time staying awake as it is" Inui said wearily as he brought a hand up to rub his eyes in an attempt to keep himself attentive to the conversation at hand. "Actually, it might be better if you just skip all the science lessons altogether, I'm only an average student at best." The scientist considered the teen's words for a moment before nodding in agreement.

"Probably for the best, it would take several hours to explain even the basics behind how all this works to a professional, let alone a high school student" he said as he waved absently at the Faiz Gear "Anyway, like I was saying, the job they were offering was leagues and bounds better and more interesting than the one I was currently stuck with, so I didn't hesitate to accept the man's offer. Less than two weeks later I found myself in Smart Brains labs at the research center here in Academy City as the new co-research director of Project Rider Gear, the ultimate goal of which was to create a new type of mass produced power armor unlike anything the world had ever seen." Oshino sighed as he leaned back against the bed behind him, a wistful look of nostalgia in his eyes. "It took me and the rest of the scientist's an entire year and a good portion of the next to create a working, convenient, energy capable of powering the belt Drivers alone. The work was like pulling teeth a lot of the time, I won't lie, and when not that then exhausting to the point of collapsing, but all the same it was good work, and a part of me craved the challenge. Eventually, we were able to create a fully functional, working prototype. After that our boss Ryuseiji Hanagata, the head of Smart Brain, directed the other lead scientist Kugimiya Haruna and I to divide the research team into two groups with one under each of us and create new Rider Gear based off the design of the prototype. And about roughly a month ago, work was finally completed on that" he said, motioning to the Faiz Gear lying on the coffee table between them.

"Okay, so far so good" Inui observed from across the room as he walked over to the glass door that led to his balcony to look out at Academy City. "What happened to change all that?"

The older man sighed heavily as he shook his head. "An ungodly combination of curiosity, pride, and a horrible case of being in the wrong place at the wrong time" Oshino answered his eyes distant as he remembered the unquestionably worst night of his life. "Kugimiya and I were rivals, you see. From the moment we first met each other we hated each others guts, and disagreed over everything; from armor specifications to work output to how we took our dame coffee. So when my team completed the Faiz Gear while Kugimiya's project was still months behind in development, I naturally did the reasonable, mature thing and went to her office to rub it in her face."

"Naturally" agreed the teen with a nod of his head.

The scientist continued. "She was out when I got there, and feeling bored, I decided to take a look around her office, mostly just because I knew it would piss her off. I must have just missed her, because she left her computer on and unprotected." He paused, gazing down at the Faiz Gear in deep thought as he remembered... "I noticed some rather... interesting files on her desktop. Ones labeled 'Test Subject Failures' in particular caught my eye." Oshino looked up at Ayumu, his clenched hands trembling ever so slightly.

"They were video files documenting experiments conducted by Kugimiya and several of the other senior Smart Brain scientist involving the testing of very early prototype model's of the Rider Gear the Faiz belt would be based off of on living human beings."

"I don't understand..." said the confused teen as he turned to look at the older man, puzzled by his discovery.

"The energy that powers the Faiz Gear and its weapon systems, which I named Photon Blood, is incredibly lethal when in its raw, uncontrolled base state" Oshino explained. "We didn't even need to run test to figure that out, any user with a imperfect system would be dead within moments of activation. So, of course, it was natural that we wouldn't preform test on people. However, this made finding a safe, working system an incredibly daunting challenge; we must have tried countless times to no avail. Eventually, just as we were starting to fall behind schedule, Kugimiya 'suggested' a new formula, providing breaking new data out of thin air without any explanation. At the time, I didn't question it, figuring she just had a lucky break. I should have know better" he snarled angrily.

"So... you mean those scientist... for these test's, they killed people?" the high school student asked, his breathing growing slowly but noticeably unsteady as a pit formed uncomfortably in his stomach. Oshino nodded, his face grim.

"Yes, innocent people whose disappearance either wouldn't go noticed by Anti-Skill or could be covered up by Smart Brain. Skill-Out members, homeless, people from within the company, who I imagined my former employers no longer had use for, even Child Errors " the scientist explained wearily, stopping to take a deep breath. "Not long after the data was provided did I make a breakthrough with the Photon Blood, which at least ended the experiments, but that's hardly a comfort..." the older man trailed off, looking down at the floor miserably.

"No, I don't suppose it is" Inui muttered to himself as he returned to looking out his window, considering what he'd been told so far. '_Dammit_...e_ven kids?' _The teen thought to himself weakly, clenching his fist tightly. He hadn't known what to expect when the scientist began his story, but this certainly wasn't it. Pushing his emotions aside, the student then asked "What did you do after you found out?"

"You mean after I got the hell out of that place and spent the next several hours emptying what I had for lunch and breakfast into a trashcan?" Oshino asked, his voice dripping with sarcasm as he massaged his temple. "After a few days of panicking and calling in sick, I eventually managed to pull myself together long enough to decide I was leaving Smart Brain, and that I was going burn every last one of those son's of bitches while I was at it. But to do that I was going to need evidence, and to get that I needed help" the former research director of Smart Brain explained as he stood up, stretching his arms out as he did.

"Help?" Inui asked, tilting his head in puzzlement. The scientist nodded before turning and walking over to the pile of books and manga lying in the corner of the room.

"Yes, it took me several days and cost me a sizable amount of my earnings to do it, but eventually I was able to make contact with individuals who, for various reasons, had interest in bringing Smart Brain down as much as I did" he explained as he browsed through the teens manga collection. "They provided me with the resources and Intel I needed to hack into their systems and steal all of Smart Brain's research data and secrets and upload them onto a flash drive, which I would then turn over to Anti-Skill after I handed the research over to the people who had aided me."

"What was the explosion at the research center about then?"

"Oh that; that was just a distraction. Unfortunately Smart Brain's security systems were such that once I began downloading the information I was after, they would be onto me in less than a minute. So I planted a few bombs provided to me by my 'allies' around the building to cause some chaos while I was busy. It also made snatching the Faiz Gear and getting out of the building unnoticed considerably less difficult as well" he explained with a chuckle as he fished out a monthly Jump magazine from the pile.

Inui snorted, muttering "I'll bet" as he walked over to the punching bag hanging motionlessly at the end of the residence, trailing his hand over its side as he thought about the man's story. He briefly considered asking why the scientist took the Faiz Gear, but the thought occurred to him that if he spent over four years working on something like that, he wouldn't want to leave it in the hands of the murdering bastards either. So the grey haired teen instead asked "So then, did you figure out how they found you yet?"

Oshino nodded, though a frown formed upon his face as he did. "I think I have. The night I stole the data and the Faiz Gear, I also stole a vehicle from the labs as well. It was designed as a personal support unit to back up Faiz in battle, so I thought it might come in handy if trouble came up. Unfortunately, I never counted on there being a tracking device planted on it, (paranoid pricks) which led them right to me barely an hour after I arrived at the hotel."

"I see... so what's the plan? What do we do from here?" the teen asked, deciding to get to the heart of the matter. The scientist grunted as he sat back down behind the coffee table, resting his chin on his hands for a moment as he seemed to considered his answer.

"Inui, you realize that you'll being putting yourself in even further danger-"

"Shut up with that already, you're annoying" Inui interrupted suddenly, scratching the back of head in irritation as he did. "Look, we both know you'll need my help if trouble comes up, and more importantly, as much as I'd rather stay out of this whole mess, I won't be able to sleep at night knowing you got your stupid ass killed because I didn't do something to help. And besides..." the teen trailed off, Oshino noticing a cold edge underlying his voice before he suddenly twisted around on his heel and drove his left fist violently into the punching bag resulting in a loud _smack _noise on impact, the force of the blow sending the heavy bag swinging up almost all the way up to the ceiling and off its chain. As the bag began it's descending arc back towards its attacker, Inui merely raised his open hand towards the rapidly oncoming object just as it was about to crash into him, stopping the heavy bag's momentum almost completely without budging an inch.

"... I want find out more about those monsters... and put a stop to whoever is behind them" he said simply with his back turned towards Oshino, memories of the men who had died and his classmate's tear stained face still fresh in his mind, among other memories. If the scientist could see the student's face, he would have noticed the intimidating and... unnatural, feral look in his topaz colored eyes. Silence fell across the room as Oshino sat in contemplation. After a moment, he spoke up.

"When I realized that Smart Brain had tracked me down, I only had time to grab the Faiz Gear before I had to make my escape" he began as Inui turned to look at him(his eyes now normal again). "I have no doubt they've either recovered or destroyed the data and evidence I stole by now, however, I did have time to hide the Faiz Gear schematics, something else I made copy of before deleting from their systems, back in the hotel room before I ran" he explained. "I need to get those schematics back, if for no other reason than to keep them out of Smart Brain's hands. Also, if possible I wanna get some of my clothes as well. I'm getting real sick of what I've got on at the moment" he explained.

"What about that vehicle you mentioned? You think it's still there?" Inui asked. Oshino nodded.

"I think so. They might have left it there hoping that I would try to take it and use the tracking device to hunt me down again. I should be able to remove or deactivate the tracer if its still there" he answered confidently as the teen moved to sit on the other end of the coffee table, his face serious.

"Alright, what's say we make a move for it and the schematics tomorrow morning, just after the other students leave for school" he suggested.

"Don't you have school tomorrow?" the scientist asked disapprovingly, disliking the idea of the teen skipping out on school. Inui smirked.

"Oh, didn't I tell you? I was specifically instructed by Yomikawa-sensei to head straight to the hospital to get myself checked out first thing in the morning. She was very clear on that, so I have no choice but to go, however, if my memory should happen to be a little fuzzy and I happen to get lost on the way there, well..." he told the older man with a shrug. Bringing a hand up to massage his tired eyes, Oshino let out an exasperated sigh.

"Man, you're something else, kid" he observed before looking up to meet the grey haired teen's topaz gold eyes with his own. "Alright, we'll head out first thing in the morning" he agreed before standing up "Well, I'm heading to sleep. I suggest you grab a shower first; you look like you've just been through a dame war zone."

"Waay ahead of you" the high school student said wearily as he pushed himself to his feet and made his way to the bathroom whilst behind him Oshino set up his futon. Removing his torn and dirty clothes before tossing them in the washer, the teen stepped then into the shower before reaching over and twisting the knob, letting out a moan of pleasure as a stream of hot water fell from the shower head upon his sore, bruised skin. Inui breathed a sigh of relief.

Never had a shower felt so good in his life.

**Academy City: District 7-Student Dorm-Inui Residence-July 7**

Inui's eyes shot wide open as the dreaded sound of J-Pop suddenly blasted into his ear, jarring the teen from his slumber as his alarm clock/radio signaled it was time for it's owner to rise to the challenges of a new day. The high school student turned to glare at the time-telling device with murder in his weary, sleep-depraved eyes while across the room he could hear Oshino moaning in protest as he too was woken by the offending sound. Growling, the teen raised his right arm, hand balled into a fist, and quickly slammed it down upon the defenseless clock, the force of the blow creating a vertical crack straight down the middle of the clock's digital readout. "Hate that dame thing" the teen snarled as he slowly rose to a sitting position before stretching out his arms while letting out a loud yawn, only to jerk his arms back as pain erupted from all over his upper torso, his body screaming in protest as it had yet to recover from the damage it had received over the last two days.

_'Oh, this is going to be fun..._' the fifteen year old thought sarcastically as he held his injured shoulder, finding breathing to be somewhat painful. "Oi, old man, get up. It's time to go" he grumbled through gritted teeth as he pushed himself off the bed and started heading for the bathroom.

"... up yours punk ass... I'm not old... 37..." the former research director of Smart Brain mumbled into his pillow while raising his left hand up in the air, middle finger extended. Inui snorted as he glanced over his shoulder at the scientist's words before shaking his head with a sigh.

'_Well, this is promising start to our day...'_

**(About An Hour Later)**

"So where are we heading?" Inui asked as he slipped on a plain grey hoodie over a plain black t-shirt, deciding it would be to his benefit to keep his school uniform folded and stuffed inside his school bag(it's other contents having been removed beforehand) along with, at Oshino's request, the metal case carrying the Faiz Gear. He then slowly began flexing and stretching his various muscles, getting an idea for what the damage was. He grunted as he leaned his head side to side, his neck and shoulder's letting out audible pop noises at the motion.

"Up to the far left end of the third district, just alongside the edge of the twentieth district" the scientist answered as he finished tying his shoe laces before standing upright, wearing the same cloths he had been wearing for the last two days, carrying a bag Inui had lent him to store the clothes he had left behind at the hotel in. Ayumu nodded, he was familiar with the area. The third district's primary function was the accommodation of authorized outsiders, and was where most of the city's hotel's were located. A thought made him pause.

"How did you get a hotel room in the third district? Isn't that mostly restricted to tourist and such?"

Oshino nodded. "That was my 'friends' handy work. They set me up a fake I.D and all that, so Smart Brain wouldn't be able to track down my name. That was the idea, anyway..." he muttered bitterly as he scratched the back of his neck in irritation while Inui threw a few quick punches, using an old martial art breathing technique as he did to help with the discomfort. Noticing the teen's discomfort, the scientist asked "You sure you're up to this Kid? You've taken a hell of a beating over the last two days, frankly I think you _should_ head over to the hospital."

The teen shook his head in response, grumbling "I'll be fine" as he slowly swung his right arm clockwise in large circles before switching to smaller circles. Seeing that Oshino wasn't satisfied with his answer, Inui sighed in annoyance. "Let me show you something" he said as he turned to face the older man, walking up to him as he did "You remember the night we met how that monster cut me across the torso with it's weapon?"

"Yeah, why?" Oshino asked as the teen lifted up his shirt and hoodie to reveal his bare skin, the man's ever insomniac-like eyes widening in shock at what he saw.

Or rather, what he didn't see.

Where there should have been a long, ugly line of coagulated dried blood surrounded by angry, irritated red & purple skin traveling along the student's muscular torso was instead uninjured, flawless skin without even a trace of scar tissue. There were several bruises here and there, a particularly large one located just under his arm (where he had been kicked by the mantis monster yesterday at the park), but nowhere near the level of damage Oshino had expected to see.

Seeing the man's confused face, Inui lowered his hoodie and shirt as he began. "A side effect of my ability is that it seems my body heals much faster than that of the average human beings. Small cut's and bruises only take a couple of hours, broken bones vary a bit depending on where and how bad the damage is but seem to mostly range somewhere between eighteen hour's to two day's, and I haven't been sick in years" the teen explained as he pulled his sleeve up to reveal his arm that had been sliced the other day, the cut now only a slight scab. "Worst I ever got was this time I got stabbed in the arm by a punk with a butterfly knife. Underestimated the sneaky bastard, but hey, it was a learning experience" Inui said casually, oblivious to the incredulous look the older man was giving him. He continued "Half a week a later the arm was as good as new."

"Impressive" Oshino commented sincerely, interest raised. He had no idea his young ally was an ability user. "So what is your ability?"

"Well..." the teen began sheepishly, not meeting the scientist's eyes as he scratched his head somewhat nervously "it's ranked level 3 last time I checked. Basically it just raises my 'base stats' much higher than that of normal people... something like that" Oshino raised an eye at his companion's rather impressively vague answer and his strange attitude.

"Really? What's it called?"

The teen then inhaled deeply through his nose as he looked at the older man and proudly said "... Don't know" causing Oshino to slam head first to the floor.

"W-what the hell!? Don't say it so dame proudly you little bastard!" he yelled, Inui ignoring him as he checked his clock.

"Alright, the other students should have left by now, let's get moving" he said as he picked up his school bag holding the Faiz Gear inside it and slung it over his shoulder. Oshino nodded, following the grey haired teen as the pair left the apartment, stepping out into the rays of the morning sun, and began making their way towards the monorail tracks, and their next challenge.

**Academy City: District 7- A Certain High School-Year 1-Class 7**

'_That's odd, I wonder where Inui-kun is?' _thought Hiramatsu Taeko as she gazed across the classroom at the vacant seat normally occupied by her grey haired classmate Inui Ayumu. Having wanted to thank the boy once again for comforting her during her emotional turmoil, she was surprised (and though she didn't realize it, disappointed) when the school bell rang, signaling it was time for class to start and he had still yet to walk through the class doors. As far as the brunette's memory could recollect, she could not recall a single time Inui had been absent, or even late, for class before, though it was not something she had paid special attention to before. '_He said he was going to be at school today. Could something have happened?' _Hiramatsu wondered to herself.

At the same time, sitting near the back of the class, Kamijou Touma was also curious to the whereabouts of his classmate. '_He was pretty beat up yesterday. Maybe he's taking the day off' _the spiky haired teen reasoned as Tsukuyomi Komoe began her lesson. As he attempted to seriously focus his attention on the lesson(his grades were bad enough as it was), a voice with a forced Kansai accent suddenly spoke out from the desk to his right, shattering his concentration.

"Hey, Kami-yan" said Aogami Pierce with a fox-like grin on his face as his friend turned his head to look at him with an annoyed expression that was screamed '_WHAT_!?' at him. "Are the rumors about the giant purple bio-mechanical crocodiles in the sewers true?"

The teen living a life cursed with misfortune could only sigh pitifully as his his head slumped against the desk with a thud.

**Academy City: District 3-Streets-Near Hotel **

"That the place?" Inui asked from under the hood of his hoodie(**A.N.-that was redundant, I know**) as he looked up at the multistory hotel across the street, the teen leaning his back against the side of a convenient store as a group of tourist exited the building and made their way over to one of those bus's that offered a guided tour of Academy City, mostly as one of the city of science's many ploy's to get parent's to send their children to live there. Oshino hummed in confirmation to his companion's query as he scanned the area surrounding the hotel for any sign or form of Smart Brain surveillance, his hood also up to conceal his head. "See anything?" Inui asked, tightening the strap of his schoolbag as he glanced around warily. The older man shook his head negatively.

"Nothing, but that doesn't count for much. I can think of a dozen different ways they could be watching the building without our knowing."

"Think their watching the front entrance?"

"They'd be idiots not to" Oshino commented as he started walking towards the hotel, Inui following behind him. "There's an entrance on the side of the building for employee access, it's how I got out when Smart Brain's goons first found me. Hopefully we can get in through there without being noticed" he explained as the two made their way across the street. Moving around to the other side of the building, the teen saw there was indeed a side entrance for use of by the hotel's staff as Oshino had claimed, the former research director asking him to hand him his schoolbag as the two approached the metal door. Inui grimaced when he noticed the security keypad, retinal scanner, hand print and voice identification devices, as well as the key card slot above the door's handle.

'_Oi, oi, isn't this level of security a bit excessive for a hotel? Man, this city loves to go overboard with just about everything' _the annoyed high school first year thought to himself as he considered the obstacle's before him, not noticing Oshino who had knelt down and began rummaging through the teen's bag. "Man-, how the hell are we supposed to get through all this?"

"Don't worry, I brought something to deal with the door" the older man said as he retrieved what he was looking for in the bag and stood up before looking around to see if there were any potential witnesses in the vicinity.

"Really? What?" asked Inui, legitimately interested at what the scientist could have brought to deal with the security measures.

"This" he answered simply as he drew the Faiz Phone in its Blaster Mode from Inui's school bag and aimed it straight at the door's lock before pulling the trigger, blasting the doors security apart in a burst of sparks and smoke.

"...!" Inui stood there with his eyes wide, starring at the older man in shock.

Snapping the the phone back into its normal form Oshino turned and tossed it at the stunned teen who quickly fumbled to catch the device as the scientist handed him back his school bag and told him "Hold on to that, you may be needing it shortly" before pushing open the ruined door slightly and stuck his head in cautiously, looking around to see if any of the hotel staff were around. Seeing that the hall's were empty, he said as he stepped into the building "The room's on the fifth floor, let's go." With that, Oshino quickly made his way down the hallway, heading towards the building's stairs. Inui continued starring at the man for a moment as he left, then down at the Faiz Phone in his hand, before growling audibly in annoyance as he swung his bag back over his shoulder and took off after his companion.

'_I should have just gone to school.'_

Unbeknownst to either of the two, they were currently being watched by a recently installed new tech hidden camera, one that didn't belong to the hotel.

**Academy City: District 3-Surveillance Van Parked Near Hotel**

"We got something" a man in a suit announced to his team as he watched his monitor showing footage being sent to him from the hidden camera placed above the hotel's employee entrance. "Two guys in hood's just broke in through the back door" he explained as he showed his superior who was observing the monitor over his shoulder.

The man in charge nodded as he recognized the man in the blue hoodie, despite the fact he couldn't actually see the man's face. "That's Oshino Kisuke alright, I'm sure of it. Look's like he's got someone with him as well" he observed as he tapped one of the other men on the shoulder while pulling out a portable radio transceiver from his pocket. "Tell the support team to move, I'll let the guys upstairs know they have company coming."

**Academy City: District 3-Hotel-Fifth Floor**

Reaching the fifth floor, Inui followed Oshino's lead as the two raced down the empty hallway, passing several doors by as they did until the older male came to a sudden stop, causing the high school first year to crash face first directly into the tall scientist's back.

The grey haired teen cursed angrily as he brought a hand up to his face while glaring at the source of his pain "Warn me next time!"

"Sorry" Oshino apologized half-halfheartedly as he drew a plastic key card from his pocket before walking up to the door in front of them "This is it, let's get the schematics and-!"

The scientist was cut off mid-sentence as the hotel door suddenly swung open just as he was reaching for the handle, revealing a threatening looking man clothed in a brown leather jacket, shirt, and jeans who quickly seized a surprised Oshino by the shirt and pulled him into the room, the former research director of Smart Brain letting out a startled yelp as he was thrown to the floor, landing directly on his injured ribs as he did.

Immediately realizing what was happening, Ayumu felt his adrenaline kick into overdrive as he sprung into the room after them, the man in the jacket whirling back around to face him while lashing out with a backhand towards his head, the teen spotting two additional men in similar street clothes closing in on either side as well, the man on the left drawing what the high school student was certain was a handgun of some sort. Pivoting to the side to avoid the blow while bringing his right arm in a middle block, Inui knocked the man's arm aside before latching onto the wrist with his right hand while swiftly driving his left fist into the man's face, striking just below the eye at the sinus cavity with his first two knuckles, causing the man's head to jerk back as he snarled in pain.

Maintaining his grip on the man's wrist, Inui side-stepped sideways towards the man with the gun and brought his left leg up in a snap kick just as the assailant brought the weapon to bear, the teen's sneaker knocking the firearm out of the man's hand across the room to bang against the far wall before clattering to the floor, fortunately not going off in the process. At the same time, the teen tugged forcefully on Leather Jacket's arm, forcing the man to stumble forward so that he was placed between the grey haired student and the third attacker on the other side of the room.

'_Little bastard!' _the man thought as he swung at Inui with his free arm, only for the esper to duck away from the attack before retaliating with fast punch across the face and a front kick that sent the Smart Brain lackey stumbling backwards into his ally, the two crashing against the hotel wall in a heap.

Shifting his attention back to attacker number two, Inui swiftly ducked under a wide hook and brought his left arm up in a quick high-block motion as he sprung back up, parrying the man's fist away before striking him three times in rapid succession, the first to the nerve center just below the left arm followed by a solid jab-cross combination to the face, the triad of blows sending his opponent sprawling to the floor in pain though not unconscious.

Seeing Oshino picking himself off the floor while cradling his side in pain out of the corner of his eye, the teen growled to him without looking, "Get what we came for, I've got this" as he turned to face the other two attackers,who by now had also quickly risen to their feet, rage apparent on their faces. '_If these goons were here waiting for us, that means there's probably more of them nearby'_ he thought, pulling his sleeves up as he did while doing his best to keep his face hidden under the hood of his jacket, assuming a neutral stance with his arms at his sides. '_Better deal with this quickly.' _Suddenly the two men launched forward in attack, Inui stepping back slightly as he defended himself from the dual assault, leaning side-to-side sharply to avoid what blows he could while blocking and parrying the rest before kicking Leather Jacket in the solar plexus. Bringing his leg back as the other man tried to punch him, the young esper pivoted to the side avoiding the blow while catching the attacking arm with his right hand as he twisted around and drove his left elbow into the still bent-over-in-pain Leather Jacket's nose, sending him straight off his feet to the floor as he clutched his bloodied and broken nose.

'_One down...'_ Inui thought, reversing his momentum as he turned around to face his other attacker, bringing his left arm up to block the fist flying towards his face before releasing his hold on the left arm as he drove the knife edge of his right hand into the man's neck, effectively stunning him as the student delivered two more swift hand strikes to the body before bringing his feet together as he bent both legs, turned, and sprung up into the air in a spinning jump kick, bringing his left leg up and down against the back of the man's head, sending him crashing down to the floor in an unconscious wreck. Noticing Leather Jacket trying to push himself up, Inui took a quick step forward and kicked the bloodied man right across the face, sending him collapsing back to the floor. Hearing movement behind him, the grey haired teen turned his topaz-gold eyes onto the last of the Smart Brain lackeys as the man charged forward towards him, evidently planning to tackle the hooded esper to the floor. '_Some people just don't learn...!' _thought an irritated Inui as he gripped the handle on his school bag before twisting to the side as he quickly swung the bag through the air to smash violently against the side of the man's head with a almost comical loud metal clang as the Faiz Gear case within the bag rendered it's victim unconscious.

"Oh~, that looked like it hurt!" commented Oshino happily from the other end of the room, the high school student turning to see the former research director emerging from the bathroom now that the fight was over. "Nice finish though, points for style" he said with a laugh. Inui grunted, the adrenaline in his system slowly fading as he slung his school bag back over his shoulder, taking a moment to observe the details of the room now that he wasn't fighting for his life. It wasn't much, just a standard western-style hotel room, complete with a bed big enough for two people, a large cabinet-style entertainment system equipped with a wide plasma-screen television and the latest DVD players(though in Academy City, everything was the latest something or other), a pair of lounging chairs sitting in corner of the room closest to the entrance, and a desk(plus its own chair) over in the far corner of the room where one would work or set up their laptop. Across from that was the entrance to the bathroom Oshino had just exited.

"Did you get the schematics?" he asked between breaths.

"Right here" the scientist said proudly as he held up a opaque pearl-colored bottle of hand moisturizer. The teen stared silently at the bottle before glaring at the constantly insomniac-looking older man.

"Do you want me to hit you?" the youth asked seriously, causing Oshino to sweat-drop nervously.

"OK,OK, calm down. Here, look" he replied as he unscrewed the top of the bottle before turning it upside down above his free open hand. However, instead of a flow of hand moisturizer cream like what the student expected, what fell from the open container into the palm of the scientist's hand was a small black object that Inui recognized to be a flash drive. Looking up he saw the man was smirking.

"That's where you hid them!?" the teen asked incredulously.

"Yeah. Everywhere else I could think of seemed too obvious or had been done in a movie before, but I figured no one would ever think to check the hand moisturizer bottle" Oshino explained with a sheepish laugh. Inui snickered. He supposed he wouldn't have thought of that either. "Took me a moment to find it since someone must have thought it was empty and tossed it in the trash, almost gave me a heart attack" he told him as he stuck the flash drive in his pocket. After taking a quick moment to gather some of his clothes and stuff them into the bag Inui lent them, he said "Alright, let's head for the parking garage, the Auto-Vajin's on the third level" before moving towards the student for the door.

"The Auto-what?" Inui asked as he turned and opened the door, stepping out into the hallway with Oshino in tow when suddenly the teen froze, his impressively sharp hearing easily picking up the echoing sound of several heavy footsteps approaching from just down the hallway, and the unmistakeable clicking sound of a gun slide being cocked back, ready for use. Turning his head, the level three esper turned his gaze down the hall just in time to see a group of five or six men running towards them in street clothes similar to what the now unconscious goons in the hotel room were wearing, the teen figuring their jackets and over shirts were to hide their guns. Which, Inui noted in alarm, were not being hidden at all, but instead were drawn and ready in each man's hands. "BACK!" the first year high school student yelled, literally diving head and shoulder back through the door he had just came through, taking the disheveled scientist with him as the Smart Brain lackey's in the front of the group raised their silenced pistols and opened fire, their guns producing a cough noise as bullets flew past the door, one embedding itself in the door frame.

"Dammit!" Oshino cursed, finding himself on the hotel carpet for a second time while Inui quickly scrambled to his feet and hastily slammed the door shut, locking and bolting it as he did. Backing away from the room's entrance, the teen looked for something, anything, to block the door with, knowing the locks wouldn't keep their shooters from getting in for long. Setting his eyes on the entertainment system, the level three esper quickly dashed over to the far side of the cabinet and gripped the edge's with both hands before, with a deep breath, he began to push. For a moment it didn't budge. Then, as desperation set in with the knowledge that every second counted, Inui eye's dilated sharply and with a growl between gritted teeth, he began to slowly move forward, pushing the heavy piece of furniture across the room at a steady rate, wires unplugging from their sockets as the electronics inside the cabinet were forcefully tugged away from the wall, until it was braced against the locked door, which suddenly began to shake violently as the Smart Brain team began their attempts to break the door down. "That'll hold them for a moment, but they've got us trapped" the scientist analyzed as the two backed away from the barricade Inui had made, moving towards the back of the room.

"Can bullet's pierce through the Faiz Gear?" the teen asked as he reached around for his school bag.

"Possibly, if it came from an anti-tank rifle or a cannon maybe. But what those guy's are using? Not a chance" he answered confidently. Inui nodded and began unclasping his school bag until a thought occurred to him, staying his hand. Turning to face Oshino, the grey haired student shook his head with a determined look on his face.

"No, there's a chance that we might involve the other people staying here or the hotel staff if we take the fight to these guy's here plus however many more there might be on the way. I'm not going to risk that" he explained quickly as he started desperately looking for another escape route, the room's door continuing to shake violently behind them as their pursuers continued their assault, while the ever unhealthy insomniac looking man gave an exasperated look.

"Look, I get what your saying, Kid, I do, but there's no other way out of this room! Believe me, I've been here once already, in case you forgot" he told the young man who had suddenly stopped near the room's window, which overlooked the nearby parking garage, before walking to stand in front of it, his head pressed against the glass, angled such that he was looking almost directly down.

"There's one way" the teen said slowly, backing away as he reached into his pocket and drew out the Faiz Phone, flipping it open before snapping the the top half to the left, converting it to its blaster mode.

"What are you-!" asked the former research director of Smart Brain before being cut off as his young companion aimed the high-tech firearm at the window and pulled the trigger, the crimson photon energy blasting the glass away into tiny shards. "What the hell are you doing!?" Oshino questioned as the teen and began knocking out the remaining shards of glass with his sneaker-clad foot.

"Making us a way out, look" Inui responded, gesturing for the scientist to look out the 'open' window while he regarded the piece of cutting edge technology in his hands. '_Huh,_ t_hing's pretty handy.' _Moving up to the ledge, Oshino cautiously peered out the window, wondering what the esper could possibly be thinking, when he looked down and spotted a wide open trash dumpster filled almost to the top with trash bags, placed almost directly beneath the room he and the student were currently trapped in.

"No way... you're not thinking of...?" Oshino trailed off, a sense of dread washing over him as he suddenly realized what the youth was planning.

"Yep, we're going to jump down into that dumpster, then make a break for the parking garage" replied the teen as he collapsed the Faiz Phone before returning it to his pocket.

"Are you insane!? That's a five story drop! You know what will happen if we miss the dumpster? Our bones will snap like a break-dancer with Vrolik Syndrome*. And even if we don't miss, who's to say those bag's aren't filled with glass, metal, or who knows what else!" he yelled as he continued to contemplate the various reasons why such an act was, simply put, a very bad idea.

"Quickest way to lose your pursuers is to do what their not willing to" Inui explained urgently, before noticing that the men outside the room had suddenly stopped trying to break down the door, the violent banging noise that had filled the air for the last several seconds now noticeably absent.

"_I'm _not willing to either!" Oshino exclaimed, opening his mouth to continue when across the room the door and entertainment system suddenly erupted, bit's and slivers of wood flying through the air while sparks burst from the door's metal lock's and hinges.

"SHIT!/F #&!" the two cursed simultaneously as they quickly dropped to the floor, several holes appearing in the wall just near their head's as they did.

"Their shooting the door apart!" Oshino whispered, covering his head.

"Really!? I hadn't noticed!" the high school first year responded sarcastically before glancing at the room's window before shifting his gaze over to the bullet-riddled wreck of a door. "We don't have a choice old man, we need to jump now!" he said as the two rose to their feet. Suddenly a loud banging noise came from across the room as the door suddenly broke off from what remained of it's ruined hinges, stopped only by the mostly intact remains of the entertainment system braced against it.

"Screw that noise! Transform and fight!" the older man shot back stubbornly. The teen gritted his teeth in frustration. The noise across from the other end of the room grew louder as the gunmen continued to force their way in, the large furniture that blocked their way steadily beginning to budge.

"This isn't a discussion old man!" he growled.

"I'm not committing suicide and there's nothing you can do to make me!" scientist declared resolutely.

Inui stared blankly at the man.

**Academy City: District 3-Outside the Hotel**

"YOU F?#$%*~! screamed Oshino at the top of his lungs as he 'fell' out the window of the hotel room, falling five stories through the air before landing back-first in the dumpster atop the several bags of trash. Fortunately, it seemed the bags were filled not with glass, metal, and other unpleasant item's to land on from five stories up... not that landing on anything from five stories up would be pleasant to begin with, like the man had feared, but instead what felt and sounded like mostly plastic bottles and other, more softer materials that absorbed the impact of the fall, though it still was far from comfortable. This did little to brighten the scientist's mood, however, as he groaned in pain with his eyes shut tight. "I'm... going...ugh... to murder that little bastard..." he promised himself weakly.

"OH DAMN~!" Oshino heard Inui yell loudly from above, wearily inching his eye's open only to have them shoot wide in instant terror as he saw the form of the teen's rapidly descending body falling straight towards him.

"Oh shit!" shouted the former director as he rolled sharply to the side as the gray haired student crashed into the dumpster with a audible 'omphf' sound, landing right where the scientist had been laying but a moment earlier. The teen grunted in discomfort as he sat up, his school bag that carried the Faiz Gear clutched safely in his hands.

"Okay... that sucked. Let's not do that again" he stated to no one in particular, pushing himself to his feet while bracing his arm against the side of the container for support. "C'mon, we need to get moving before they break in and start shooting" Inui explained as he vaulted out over the side. Oshino growled in a mixture of anger, annoyance, and pain as he unsteadily pulled himself up and did the same, almost collapsing onto asphalt as he did, his injured side screaming in protest. Fortunately, Inui, noticing his companion's pained expression, quickly moved to support the older man, muttering an apology under his breath as he threw one of the man's arm's over his shoulder.

"You realize I'm going to get you back for that" the scientist groaned out as the two stumbled across the crowded parking lot towards the entrance of the parking garage as quickly as they could manage.

"Looking forward to it, but put it on hold till we get out of here" the grey haired teen replied determinedly, much to Oshino's amazement.

'K_id doesn't give up...' _the man noted as the two reached the building and quickly made their way over to the elevator and stepped inside, Inui thumbing the third floor button as they did. As the metal box began to rise, the scientist leaned against the side as he sighed in weariness, while the high school first year simply massaged his used knuckles before slowly flexing his hand, knowing the chances were more than likely that he would be using it again before the day was done. Oshino spoke up as he watched the floor counter begin to rise.

"The Auto-Vajin should be just down the parkway on the right. I'll get to work finding and removing the tracer, you keep a look out for trouble" he explained quickly as he pushed himself to stand up straight.

Inui raised his eyebrow at what he figured must be the name of this vehicle they had come for, but put aside his questions as he decided they had more important things to worry about, nodding to the tall, unhealthy-looking scientist while thinking to himself '_The way these last few days have gone, I doubt I'll have to look far.'_

Reaching the third floor, the two cautiously stuck their heads out the elevator and, seeing no immediate threats(or anything else other than parked cars) quickly made their way straight down the lot, Oshino soon coming to a stop in front of a row of parked vehicles, Inui stopping behind him as the scientist turned and nodded his head at said vehicles.

"There it is" the man said with obvious appreciation for the apparent value of this so called 'Auto-Vajin'. "Awesome, ain't it?"

Inui frowned. Parked in front of them were three vehicles, two average, if recently released, cars, with a motorcycle in between them. "What, the Toyota? It's a nice car I guess but I-"

"NOT THE TOYOTA YOU MORON!" the man roared incredulously, the veins in his forehead throbbing violently "The bike!"

"Ohhhh" the teen said dumbly, before the situation began to sink in. "Wait, that thing?" he asked, pointing at the parked auto-bike. The chassis was metallic silver overall in color, with certain sections painted red and black, reminding Inui of the Faiz Gear's color scheme. He noticed the designation SB-555V written in white across the red streak on the left side of the front part of the bike. The overall design of the vehicle was rather unusual, the esper thought, though if someone asked him how he'd have a difficult time explaining why. It looked to be designed for off-road driving, like certain sport bikes he had seen before. Thinking the bike looked somewhat familiar, the teen suddenly realized why. "Hold on, I've seen this. This is one of Smart Brain's motorcycles! They advertise it all the time on TV!" he exclaimed angrily. "We risked our lives to get this?!"

Ignoring him, Oshino moved to stand next to the bike before dropping to one knee. "That's just a disguise. Believe me Kid, there's more to this bike than meets the eye" he stated as he began scouring the bike for the tracking device.

Before the high school first year could reply, the loud echoing sound of tiers screeching filled the air, causing the two to turn their heads in alarm. The noise growing steadily closer, Inui quickly dropped to one knee and slung his school bag from his shoulder, opening it before pulling the Faiz Gear case out and laying it down on the floor in front of him. Unclasping the locks, the teen opened the silver case, revealing the assortment of high tech devices within, and quickly grabbed the belt before standing back up. He glanced to Oshino.

"Keep your head down."

Oshino nodded. "Be careful" he replied seriously.

Suddenly a black van appeared in the corner of the student's eye, swerving around the line of cars as it accelerated towards him, the driver of the vehicle having clearly spotted him. Snapping the belt around his waist, Inui broke into a dead sprint, running straight at the rapidly approaching mass of metal on wheels, pulling the Faiz Phone out as he did and flipping it open with a snap of his wrist, his thumb racing as it punched in the transformation code Oshino had told him the other day. 5-5-5 Enter.

"**Standing By**" the phone announced, beginning its strange whirring noise as it was flipped shut.

When the van was almost upon him, the teen grit his teeth and flung himself desperately to the side, just missing the vehicle as it rushed by him before the driver slammed on the breaks, bringing it to a screeching halt. Rolling to his feet, Inui stood and turned to face the vehicle , thrusting his right hand holding the Faiz Phone up towards the ceiling, his left held out at his side.

"Henshin!" he shouted, slamming the phone down into the slot before snapping it sideways, just as men in black suits, Inui counted six in all, began pouring out of the vehicle, each carrying Academy City handguns and sub-machine guns in hand.

"**Complete." **

Beams of crimson light burst forth from the Faiz Driver to trace the teens arms, legs, and torso before engulfing him in a momentarily blinding flash of red, just as the armed men lined up and opened fire. Pain erupted across Inui's body as the storm of bullets crashed against his body, causing him to stagger backwards until his back met the car behind him, the gunfire not letting up for a second. Sparks, shrapnel, and glass filled the air, the bullets battering mercilessly against the high school student and ripping the vehicles behind him to shreds, until finally, the Smart Brain men guns ran empty, their ammo expended. A thick curtain of silence fell. The looks on the gunmen faces, each one of smug, victorious self-satisfaction, slowly changed to one of confusion, then quickly to one of disbelief. "Impossible" one of them muttered lowly in disbelief.

Before them, back against the now bullet-riddled, ruined vehicle, silver armor not even scratched, stood Faiz, completely unharmed.'_Dame, I guess bulletproof doesn't translate to painless' _Inui thought as he pushed himself off the car with an angry growl, glaring at his would be killers through the Faiz armors yellow insect eyes. One of them, apparently snapping from his stupor upon realizing their situation, quickly ejected the empty magazine from his sub-machine gun before reaching behind for a fresh one, his coworkers quickly following his example.

Flicking his wrist, Inui grinned. _'My turn.'_

**(Meanwhile)**

"Where are you, you little bastard?" Oshino asked aloud as he searched the Auto-Vajin for the tracking device that had led him to his current predicament. "Tch, not there. Maybe..." he trailed off, moving to inspect the engine whilst behind him the telltale sounds of violence ensuing could be heard. "Dammit! Not there either!" the tall man cursed, scratching the back of his head in frustration. "This is getting irritating."

"AAAAAHHHHHHHHHOMPH!" screamed a man in a black suit as he flew over Oshino's head, crashing on top of the front of the van in front of him in a heap, breaking through the windshield in the process.

"Sounds like you guys are losing" the scientist observed lazily without looking up from the Auto-Vajin, "Hmm, maybe in the headlights? What do you think?" he asked the suit.

"Uhhhhhhh..." the man sobbed weakly.

"I agree, too obvious. What about... Ah hah!" Oshino exclaimed joyously, finding the tracer hidden along the undercarriage of the bikes front, removing the device before tossing it to the floor and gleefully crushing it beneath his foot. "Now THAT was satisfying, let me tell you" the man said cheerfully as he stood up before moving to see how the kid was doing. Only for his eyes to shoot wide open a moment later at what he saw.

**(A moment earlier)**

Snarling in discomfort, Inui twisted around while swinging his arm out in a wide arc towards the Smart Brain lackey behind him that had just shot him in the shoulder, who in panic raised his sub-machine gun out in front of him facing sideways as a make shift shield. The back of the grey haired teen's armored fist struck the center weapon violently, the strength of the Faiz Gear causing it to bend in on itself and knocking it's wielder off his feet into the air before crashing into the van behind him. The student quickly finished him off with a swift right kick to the dazed man's upper torso, causing the suit to slump limply to the floor, either beaten or unconscious, Inui didn't care which. Sensing movement behind him, the Level 3 spun around... to find himself looking down the barrel of a handgun. The fact barely had time to register before the man holding the pistol pulled the trigger, firing point blank, the armored youths head jerking back as the 9mm bullet struck him right between the helmet's eyes, sparks erupting from the point of impact.

'_Son of a bitch, that f?#$% stings!'_ the student cursed inwardly as he tilted his head to glare murderously at the shocked hit-man. For a brief moment, neither combatant moved, until with a menacing growl the teens arm blurred forward, snatching the firearm from the man's hand before raising it up in front of his would-be-killers wide eyed face and squeezed, the gun crushing under the Faiz Gear wearers grip as if it were no more than a soda can before letting it drop from his hand, the ruined weapon clattering loudly against the floor. The Smart Brain suit simply stood there for a moment, glancing down at his broken gun before looking back up in time to see the armored teen's foot just as it slammed into his torso, sending the man flying back through the air to crash against the hood of one of the cars before slumping off to side between the parked vehicles onto the concrete in a heap. Seeing that the man wasn't getting up, Inui glanced around for any remaining combatants, but it seemed the gunmen were down for the count, all six men lying sprawled out unconscious or whimpering in pain on the cold floor(minus the man he threw across the parking lot, but he doubted that guy would be a problem).

Sighing, the student turned to head back to where Oshino and the bike were when he noticed a sudden blur of motion out of the corner of his eye before something slammed violently into the side of his helmet, knocking him sideways off his feet into the front of the Smart Brain thugs van, his elbow shattering one of the vehicle's headlights in the process, before crashing to the floor, landing on his side hard.

"Gah!" Inui hissed through gritted teeth as he quickly pushed himself up unsteadily onto his hand's and knee's as the world spun around him, vision swirling with stars, his skull feeling like someone had taken a sledgehammer to it. Glancing around for whatever hit him, the teen sucked in a deep breath when he spotted a large humanoid-but-not-human figure standing only a car's length away. Like the other two, this monster possessed ash-gray colored skin and resembled an armored human crossed with an animal. This one was taller than the previous, with sharp juts of jagged armor sprouting out from its shoulders, elbows, knees and shins, its torso protected by a thick chest plate. It's face was slightly more human-like than the other monsters, though it was perhaps more disturbing for it, the things face cold and unmoving, as lifeless as a statue, its cold dead eyes staring right at him. On its head it bore a strange, centurion-like helmet that seemed to be fused into its skin, the top of the helmet sprouting out into two long spiral-shaped horns, giving the monster a distinct resemblance to a gazelle.

The antelope creature suddenly launched forward without warning, leaving Inui barely enough time to hastily rise to his feet and raise his arms up in defense before the monsters foot crashed into him, sending the armored teen stumbling backwards off balance. He regained his footing just in time to see the grey humanoid rushing towards him, fist flying in a heavy, overhand punch. The student reflexively duck and slide under the blow to the creatures side, ready to drive his elbow into the back of the things head, only to be knocked back as the gazelle monster spun with its momentum and lashed out with a spinning crescent kick that struck him across the face. Stomping his foot down to regain balance, Inui brought arms up to the ready just as his inhuman attacker struck out with a series of fast, hard-hitting punches, blocking the first two with his forearms, then battering the third jab aside before twisting on his hip as he fired out with his right elbow. The creature quickly blocked the strike with its raised own arm, however, it wasn't ready for the esper's follow up as Inui's right hand latched on to his opponents shielding arm and pulled it towards him while, with a yell, simultaneously striking out hard with his armored right knee into the monsters solar plexus with bone-crunching force and a heavy left cross that caught it on its jaw, sending it staggering back towards the van.

Pressing the attack, the Faiz Gear wearer jumped, bore in, and threw a side-step triple kick aimed at the things ribs and head in a low, low, high sequence. The grey monster was ready for him though, stopping each of his kicks with swift, expertly executed blocks that looked distinctively _karate_ in style. Inui continued his assault with a fast lunge punch and left cross, but the creature stopped these just as well before striking up with its own knee, the blow hitting the teen directly in the chest, knocking air out from his lungs. "Haugh!" he gasped under his breath. He was certain that blow would have ended him if not for the Faiz armor taking the blunt of it. Before the student could recover, the gazelle-human chimera moved in and snapped a right hook. The punch blew straight threw his block and hammered him right across the face, driving him down to one knee.

A blow like that, depending on where it landed and how the opponent received it, would have likely ended most fights, or failing that, at least left the target dazed long enough for the follow up to finish them off. Fortunately, the Faiz Gear and Inui's block had taken some of the power off of the punch, and he had reflexively leaned away from the blow before it hit, lessening the damage somewhat. It wasn't a practice that one learned in martial arts, but rather it was something you only learned through experience. It isn't a fun lesson to learn, but knowing how to take a hit was often just as important as knowing how to deal one. Case in point, as the ash grey monster moved back for the finishing blow, bringing its right leg up in a right kick aimed at the teen's head and neck. Inui hands snapped up as he pushed forward with his legs, catching the kick with his right arm while planting his left forearm against the creatures waist as he stood up, taking it to the ground on its back. The student didn't give his opponent a chance to recover, seizing the thing by its shoulder pad as he raised his armored fist back and smashed it down viciously upon his enemy's motionless face, causing its head to skip off the concrete with a loud _smack _noise. He repeated the action twice more, each blow harder then the last, and landed an elbow against its temple, before finally the monster managed to grab hold of his arms and plant its foot against his sternum before, with an angry snarl, proceeding to fling him off and over towards the black van behind them, landing on his back hard.

The creature quickly rolled onto its hands and feet, pushing off the ground as it charged straight towards the teen, who with a curse, did the same. Inui brought his fist back as he readied himself to knock his opponents head off, but just as he dropped into his stance to deliver his reverse punch, the gazelle chimera suddenly decelerated to a complete halt and leaped into the air legs first. Lashing out with both legs in a midair flying dropkick, the monster struck the teen directly in his armored chest with its feet, the inhuman force of the blow sending him flying straight backwards through the air before crashing into the Smart Brain hirelings van, the vehicle's side crunching and denting under the force of the impact as the student fell sprawling to the concrete in a heap. Inui groaned weakly as he tried to push himself up, but couldn't. Pain crushed his ribs, making even the act of breathing a struggle as he tilted his head up to glare at his monstrous attacker that, having flipped backwards in the air to land on its feet after its kick had struck, was slowly approaching him, confident that its last attack had ended the fight.

'_Dame it! Shit, this isn't good. This one different from the other ones... stronger' _he thought to himself as he struggled desperately to get his feet firmly under him, his chest feeling like someone had taken a battering ram to it. The gazelle creature was only a few short steps away when a startled gasp came suddenly from the side, causing both Inui and the monsters to turn their heads to (Inui's) left. Standing there, leaning against the side of one of the parked cars for support, was one of the Smart Brain gunmen who had attacked Inui, the teen recognizing him to be the man who had shot him point blank in the head. The injured suit stood there frozen, staring on in horror at the monster before him as it growled seemingly in annoyance or disgust, or both, raising it's arm up to point its hand at him.

"Run!" Inui shouted in warning, not sure what was coming but knowing from his past experience that whatever it was it wouldn't good. The man remained where he was, however, fear preventing him from moving as his brain resorted to its more primal survival instincts, thinking that if he didn't move the creature wouldn't see him. It was an utterly futile hope, but for most people it was almost impossible to fight once it kicks in, the behavior wired into the human mind since before it learned how to use tools, weapons, or language. Finding the strength to push himself up onto one knee, the student tried again. "Run dammit! I said– " the words died in his throat as the teen saw two grey tendrils suddenly shoot out from the creatures wrist, flying straight for the frightened, injured Smart Brain agent who barley had enough time to let out a horrified scream before the tentacles shot down his throat and ear, reducing his terrified yell to a sickening gurgling noise.

The tendrils quickly withdrew a moment later, returning to within the monsters wrist as the man arms fell limply to his sides and fell wordlessly to the concrete with a thud, unmoving. As Inui stared at the fallen man's body, a dark, cold feeling quickly began coursing through the teen's veins as memories suddenly flooded his mind.

-the image of the furious, desperate, deranged, look on Araragi Tetsou's tear stained face as he blamed Inui for his horrific fate, and his last pained scream as the teen ended his life.

-the corpse of the man who's neck had been snapped by the monster the night the student had saved Oshino.

-the smell of blood hanging thick in the air.

-a cold, dark night lit only by a moon shining like a silver sun in the sky, long long ago...

"AAHHHHHHHH!~" Inui found himself roaring without realizing it as an inferno of rage suddenly ignited within him, before he knew it he had leaped up to his feet and was running full sprint towards the grey skinned creature, closing the gap between them in a second before bringing his arm back and throwing a heavy lunge punch aimed at its head. The monster dodged to the side, just barely avoiding the the teen's punch, before raising its arm up to block as the armored human's snarled and turned, lashing out with a strong back-fist strike. Undeterred, Inui furiously continued his relentless assault, bringing his left hand up and over in a overhand cross, hitting the abomination across its helm-ed face hard. He followed up with a right hay maker, again to the face, and a left body shot to the torso before bringing his left arm down and back, his fist shooting upwards in a uppercut that connected with the things jaw, sending it reeling back in a daze which gave the Academy City student ample time to side-step forward and lash out with his armor encased left foot, driving it into his opponents sternum and knocking it straight off its feet and down to the floor. The gazelle-human chimera was quick to recover though, rolling backwards with the blow up onto one knee and into a ready position as Inui came charging.

The two combatants quickly exchanged a barrage of blows, the esper throwing a right kick for the monsters head, but it blocked the blow before attacking with a reverse punch to the body only for it to get slapped aside as Inui swung out with a swift left hook which the grey skinned creature quickly ducked under, returning with an uppercut of its own. The teen just barely leaned back in time to avoid the upper before twisting away into a reverse crescent kick. The creature slipped away from the strike before launching forward in a jump-snap-kick, hitting the student hard in the chest sending him stumbling back, his monstrous opponent leaping after him before hammering its fist into the side of his helmet, sending him to the floor. Rolling to his feet, the esper quickly raised his arms up in defense as the ash grey monster tackled into him, driving him back up against the side of an expensive looking red sports car. Inui quickly seized hold of one of the creatures arms in an attempt to make room for a clinch, but his own arm was quickly trapped in return, leaving the two combatants locked in a stalemate.

"You..." Inui growled as they continued to struggle against each other, neither side giving any ground for the other to grapple, "Why did you attack him? What threat was he to you? He wasn't even armed!" The grey humanoid was silent, instead pressing its elbow in an attempt to cut of his airway. "Answer me!"

The gazelle monster seemed to shrug its shoulders slightly in indifference before answering in a distorted voice similar to the ones possessed by the other monsters he had faced, "The same reason one steps on an insect. Because it was beneath me. All of your kind is" it explained matter-of-factly as it pressed in, intent on ending the teen's life.

**[Dead Or Alive]**

Despite gaining more questions than answers, Inui had heard enough. Gritting his teeth, the high school first year gave a shout as he pushed back against the creature with all his strength, throwing it off him with a shove, breaking the grapple. The monster dashed right back at him, however, throwing a straight right cross aimed directly at the esper's head, who quickly leaned sharply to the side to avoid it, the punch flying past his head and through the sports car's side door's window, noisily shattering the glass as it did. Before the chimera could retract its arm, Inui swiftly drove his armored knee up into its stomach, causing it to double over in pain before jerking violently to the side as the teen smashed his left fist into the side of the monster's head. As it stumbled diagonally backwards in a daze, Inui swiftly shot out with a vicious right kick to his opponents torso, driving it back even further.

Following after it, the teen launched forward with a fast left lunge punch, but the ash grey being recovered and managed to slip past the attack, moving to stand in his blind spot. He quickly spun around, throwing his arm out in a back fist that was effectively stopped by a mid block. The creature then tried to trap his arm, but was forced to side-step to the right as Inui drove in with a punch, his armored fist crunching the vehicle's door inwards beneath it. Seeing his inhuman foe move in for a counter-attack, the student quickly brought his arm back just in time to knock the monsters first punch aside before ducking under its follow up, ramming forward into his opponents torso before picking it up off the ground and slammed it down onto the hood off the increasingly damaged sports car. The thing snarled in fury as it shot out with swift punch that caught the teen across the face, who growled in pain as he pushed the offending arm aside before raising his arm up and brought it downwards in a vicious elbow drop. The monster's earlier blow had bought it enough time to throw its self to the side, however, causing the armored humans elbow to slam down harmlessly into the vehicles hood, denting the thin metal beneath it as easily as tinfoil, the blow damaging the engine under it as well.

Cursing inwardly, the esper brought his arm up to shield his head just as the stone hard fist slammed into it, sending him stumbling sideways, pain searing up his arm. Catching himself on the cars broken window, the student turned on his heel and lashed out with his back leg in a left side kick, the blow catching the gazelle chimera under its left arm with enough force to break ribs. As the creature staggered backwards, Inui leap forward in attack, hammering the thing across its jaw with the edge of his fist while driving his other into its chest, knocking it away from the parked row of cars towards the middle of the lane, nearing the side of the building. Flicking his wrist, the teen brought his armored fist back and, with a shout, slammed it as hard as he could into the side of the monsters stone-like human face, sending it flying right off its feet and across the lot, crashing into the front of a parked Honda before falling to the floor in a heap. Inui was certain that last blow had ended the fight, hell, it would have _killed _a normal human being, but, much to his shock and disbelief, the creature quickly rolled onto its hands and knees and angrily pushed itself up to its feet, looking for all intents and purposes like it was still completely ready and willing to continue.

Gritting his teeth, the teen angled himself, slowly raising his arms up as he assuming a fighting stance, trying his best to ignore the growing feelings of exhaustion that were inevitably beginning to set in, the continuous fighting taking it's toll. Breathing deeply, he watched as his inhuman opponent slowly flexed its gauntlet-encased hands, bending its knee's ever so slightly as it prepared for it's next attack. Before either combatant could move, however, they were interrupted by the loud roar of an approaching engine (the sound enhanced by the inclosed space of the concrete building), causing the the two to break their concentration and look off to the side and were shocked to see the red and silver motor-cycle from earlier accelerating towards them with Oshino Kisuke on it, now wearing a red motor-cycle helmet with the Smart Brain Motors logo printed on the front of it above its visor. '_Has he gone insane!?' _thought the esper as he watched the scientist zoom past him on a collision course with the monster, clearly intending to ram it. Realizing this, the gazelle monster simply took a step towards the oncoming bike and, just before the vehicle was upon him, quickly stepped to the side and swung out with a back fist, hitting the side of Oshino's helmet, knocking him clear off his seat and crashing to the floor, though thankfully he had the sense or instinct to roll with the impact, reducing the damage, the now riderless bike veering off to the left before falling onto its side, sliding across the concrete floor to a halt.

"Old Man!" called out Inui in alarm, lurching forward as he began to move to the older man's aid when suddenly an idea struck him, halting his movement.

"Ugh... err... dammit... ahh..." the scientist groaned out as he curled up in pain while reflecting somewhere in the back of his mind that perhaps his idea of trying to ram the insanely deadly inhuman creature with the Auto-Vajin wasn't exactly the most well thought-out of plans, before rolling onto his back and forcing his clenched eyes open... only to immediately wish he hadn't as he saw the ash grey being walking towards him, raising one of its arm's. Having seen what happened to the unfortunate gunman, Oshino knew what was coming and raised his arms up to shield himself, his eyes squeezed shut as he prepared for the end...

"Oi."

Sparks filled the air as a bolt of crimson photon energy suddenly struck the gazelle monster in the shoulder, causing it to let out a pained shout as it staggered sideways from the impact clutching its injured shoulder. Opening his eyes in surprise, Oshino turned his head to the right to see Inui standing in a casual looking side-facing stance a short distance away, the Faiz Phone Blaster raised lazily in his outstretched hand. Before the creature could react, the armored teen fired again, his aim assisted by a targeting reticule that had appeared in the Faiz Gear's insect-like eyes when he had converted the phone into its gun form. This time the blast of red light hit the chimera in its chest, as did the next four shots, each driving the inhuman being back several steps towards the side of the building, the last sending it spinning to the floor on its hands and knees, struggling to get up due to its injuries.

"Honestly" said Inui in mock annoyance as he walked forward, letting his right arm holding the blaster drop to his side lazily as he craned his neck to glance down at Oshino "How many times am I gonna have to save you in one week, Old Man?"

"Who says I needed saving? I had em right where I wanted him" the scientist replied as he got up, wincing and gritting his teeth as his injured ribs screamed in protest having taken far too much abuse over the last few minutes. "Besides" he continued "as I recall, its your ass that got saved the other day" causing the teen to chuckle.

"Oh, so we're keeping score, huh? Because the way I count it-!" the esper cut his sentence short as the monster suddenly sprung forward off the ground onto its feet with inhuman speed, making a break for the row of parked vehicles to its right, the teen cursing as he quickly chased after it, bringing the blaster up to bear as he did. Before he could get a shot off, however, the creature had reached its cover, dashing between two cars as it sprinted down the building towards the building's end. "Hold it!" Inui yelled out pointlessly, firing out a series of rushed, aimless shots in the slim hopes of hitting his escaping target, but all he manged to do was blast out the windows off several visiting tourist cars, setting off their alarms in the process. Ignoring the blaring noise that strained heavily on his hyper sensitive hearing, Inui reached the garages end just in time to see the gazelle monster leap effortlessly up into the air and out the open side of the building, immediately disappearing out of sight. '_KAMI!' _screamed the student inwardly as he rushed forward to peer over the ledge, expecting to see the monster laid flat out broken on the asphalt three stories below, either injured or dead.

What he didn't expect, however, was to find that the creature had vanished without a trace. He quickly surveyed the surrounding area beneath him, but he knew it was already too late. The monster was gone. Releasing a breath he hadn't been aware he was holding, Inui slowly backed away from the edge of the building, turned, and, having converted the blaster back to its phone form, raised his left hand and wearily hit the End Call button with his index finger. Closing the phone shut as the Faiz armor disappeared in a flash of crimson light, Inui groaned as he went to work unclasping the belt from around his waist as he slowly but steadily made his way back to where he had left Oshino, suddenly feeling in full the aftereffects of his battle with the ash skinned colored monster, his body aching and hurting with every movement he made, exhaustion having fully set in. He felt his legs wobble, and had to brace himself against the hood of a parked car to keep himself from falling to his knee's, his free hand coming up to his forehead as he felt a migraine coming on, the car alarms continuing to wail loudly nearby.

That wasn't good, the student noted before pushing himself off the car, resuming his walk forward. After everything that happened back at the hotel, he knew it was only a matter of minutes before Anti-Skill had the entire area surrounded. He and Oshino needed to leave, and fast. By the time he had met back up with the older man, the scientist had already gotten the motor-cycle upright and had collected their things together, looking at the teen with what seemed like a mix between amusement and concern.

"You okay, kid?" he asked, leaning against the Auto-Vajin, the red motor-cycle helmet in his hands. Inui hummed slightly in confirmation. Oshino nodded. "What about ugly?"

"Got away" he answered shortly as he removed the Faiz Gear from his shoulder and placed it in its case, which lay open on the bike's rear end. Closing the case, he turned to the older man and said "We need to leave, now. All this noise is gonna attract attention." The scientist gave him a look that said 'No Shit' before handing him the helmet. "Just so you know" Inui began, taking the protective headgear in his hands, looking it over "I don't know how to drive a motor-cy... wait, I don't know how to drive at all."

Oshino snorted. "I figured. Don't worry, I'll get us back to the dorm. Besides, with this bike, you don't need to know to ride" he said as he secured the Faiz Gear case along with their bags to the bike before sitting atop it.

"What?"

"Never mind, I'll explain later" the scientist replied as he pulled his hood up over his head. "Come on, let's get out of here."

The grey haired young man nodded, before turning to look back towards the Smart Brain lackey's van to where the body of the gunman's who had been attacked by the monster laid on the floor, when suddenly he froze, noticing something was missing.

'…w_hat?' _thought the slowly, his topaz gold eyes widening in shock.

Noticing the students stiffness, Oshino leaned forward and said "Kid? Hey, what's the matter? We gotta move." Inui remained where he stood, however, as if his feet were bolted to the floor, his eyes staring directly ahead.

The man's body, much like the being that had attacked it, was gone...

**Academy City: District 7 – A Certain High School-Year 1 – Class 7**

After stuffing his belongings into his school bag, Kamijou sighed wearily as he once again found himself burdened with extra homework assignments courtesy of Komoe-sensei, because, as she affectionately put it, he is an idiot. Half-heatedly slinging his bag up over his shoulder, the youth cursed with misfortune turned and slowly dragged his feet towards the classroom entrance. Before he could even reach the door, however, Kamijou was swiftly intercepted by his ever foxed-eyed, blue haired friend, Aogami Pierce.

"Hey Kami-yan, what a coincidence running into you."

"You just leap over a row of desks just so you could cut me off!"

"Fool! Don't focus on the details or you'll miss all that heavenly glory."

"Did you just quote Bruce Lee?"

"...maybe. Anyway, could you do me a huge favor? I need to get Inui his school work, but the boy's dorm is in a different direction from my place, so I hoping you could drop it off instead since you live there" the class representative requested in his fake Kansai accent, holding his hands up in a mock begging position.

The spiky haired teen sighed at his friends antics, but, seeing no reason to refuse, nodded and said he'd deliver the work in Aogami's place.

"Ha ha! Thanks Kami-yan! I knew I could count on ya" the blue hair otaku exclaimed cheerfully as he handed his friend their classmates missed assignments.

"Unusual though, ain't it?" said Tsuchimikado as he straitened his sunglasses, walking up to them after having finished a conversation with another group of classmates, "Can't remember the last time Inui was absent. Been late every once in a while, but never absent the whole day."

"AH! Maybe when Inui left his dorm room this morning a sexy but cold kunoichi with purple hair suddenly fell into his arms from the sky, dragging him into a modern day clan war between super-ninjas! Or maybe an alien princess suddenly teleported in his room and kidnapped him to be the king of her planet, and he'd have access to a harem of beautiful space girls! Or maybe-!"

"Shut up!" yelled Fukiyose, marching up to the idiot trio with a look of annoyance on her face(not a uncommon sight by any means). "What are you three idiots causing a ruckus over this time?"

"We were trying to deduce the answer to the mystery of our classmate Inui's whereabouts?" answered Tsuchimikado dramatically, his voice deadly serious as he held his hand up to his shades in a flashy dramatic gesture.

Before any of them could respond, another voice joined the conversation. "Inui-kun? Oh, he's at the hospital" stated Komoe-Sensei as she organized a stack of papers behind her desk.

"EEEHHHHHHHHHH!?" they all responded, surprised. Near the classroom's entrance, Hiramatsu, who had been in the middle of a friendly chat with two of her classmates who were offering their emotional support, suddenly whipped her head around, her eyes wide, attention now focused entirely on the conversation between Class 7's idiot trio, Fukiyose, and Komoe-Sensei.

"The hospital? But why is he-" Fukiyose began when suddenly Tsuchimikado spoke up.

"AH HA! So you've finally done it, have you?" he stated, pointing an accusing finger at the 'Iron Wall Girl'.

"What?" the well developed girl asked nervously, taking a step back.

"Your violent actions have finally put an pure, innocent young man in the hospital, perhaps even in the emergency room! Inui could be on life support as we speak! Do you really think the authorities will over look such a crime?" he demanded, once again speaking and acting in over dramatic ways.

"EH!?"

"That's right! Your evil ways are finally at an end, Fukiyose!" added Aogami Pierce as he joined his blond, sunglasses wearing friend in taunting their classmate, who quickly proceeded to assault them. Kamijou knew different, but before he could speak up, he noticed Hiramatsu walking up to Komoe-Sensei, a worried look on her face.

"Sensei, is Inui-kun really in the hospital? Do you know what happened? Will he be alright?" the brunette questioned the child like teacher rapidly, worry plastered on her face. Komoe noted the concern in her student's voice(as well as the 'Inui-_kun _part, but decided to let that slide for now) and quickly put the girls worries to rest.

"Um, Sensei isn't sure exactly what happened. Yomikawa came by before class and told me Inui had been involved in an 'incident' and that he would be at the hospital for the day. She didn't look particularly worried or upset, so I'm sure it's nothing serious" explained the pink haired fairy like teacher.

"I see" said Hiramatsu quietly, looking at least somewhat, if not entirely, relieved. Kamijou opened his mouth to help reassure her that their classmate was fine, when suddenly a fist drove into the side of his face with the force of a battering ram, lifting the spiky haired teen off his feet and flying towards the window side of the room, hitting(and sticking to) the wall with a 'splat' noise, causing every one in the room to visibly wince.

Fukiyose made a 'ah' noise as she realized what had happened, her punch that was intended for Tsuchimikado ended up instead catching the unsuspecting Kamijou when his sunglasses wearing friend ducked at the last moment.

"KAMI-YAN! NOOOO! Fukiyose has killed again!" wailed Tsuchimikado, who was secretly laughing inside... at least until said girl promptly stomped his face into the floor.

As the rest of class 7 tried desperately to calm the well endowed girl down, nobody noticed as Kamijou Touma slowly peeled off the wall and fell to the floor with a thud.

Nor did they here the weakly muttered "... such misfortune."

**Ending Notes: Well, there's that. Hope it was to satisfy till the next update.**

**So here's a issue I need some feedback on, that being of how to introduce Kiba to the story. The real problem is that I don't want to spend my time writing his origin story, but I'll deal with that. What I want to know is what you all want to see, a new 'Index' world origin story(don't worry, he'll still be more or less the same character), or just his backstory adapted to the Index setting. Either way is fine with me.  
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**Please review.  
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**OMAKE:**This isn't a discussion old man!" Inui growled.

"I'm not committing suicide and there's nothing you can do to make me!" the scientist declared resolutely.

Inui stared blankly at the man.

**Academy City: District 3-Outside the Hotel**

"YAAAAAAA-HOO-HOO-HOOEY! screamed Oshino as he 'fell' out through the open window.


	5. Chapter 4 Teaser

**Disclaimer: I do not own either Kamen Rider 555 or To Aru Majutsu no Index. Or Justifaiz.**

**Since it's been an inexcusably long time since I posted the last chapter of this fic, I felt I owed the readers waiting for an update something to tied them over till the full chapter gets released. I really didn't want to post this till the chapter was complete, but at this point I figured what the hell, a teaser couldn't hurt. Maybe I'll make a Attack on Titan style opening for this fic as an extra apology, LOL. **

**A Certain Scientific Kamen Rider 555**

**Chapter 4: Kamen Rider Faiz (Part 2)**

**Academy City: District 7 – Hospital – July 7**

"So this patient has been sleeping for two years?" asked the new nurse as she straightened the sheets lying atop a hospital bed in which an unconscious young man with short brown hair lied. The boy was connected to several life support machines, including a ventilator, feeding tube, and heart monitor. The chart at the foot of the bed identified him as Kiba Yuji, age 17.

"Yes, he and his parents who were visiting were involved in a major traffic accident" explained the senior nurse as she replaced his I.V. Bag. She continued. "He was the only one who survived. There haven't been any visitors recently either, although his girlfriend used to come everyday before."

"Such a shame" the younger woman commented, shaking her head sadly, when suddenly a dull whine started sounding from across the room. Both woman's shot up in alarm to check the heart monitor, the screen indicating that their patient's heart had stopped beating.

_'Impossible' _thought the head nurse, thinking that the machine must have had a glitch or something. She quickly checked the young man's pulse just to be sure, before realizing that, much to her horror, the machine wasn't broken. _"_Get the doctor quick!"

It was less than an hour later the doctor made his call.

"Death confirmed" he announced regretfully, shaking his head sadly. "It's a pity, but it ends here. Reasons for death..."

Unbeknownst to the doctor as he continued his diagnoses, or the attending nurses, a shadowy figure was observing their now deceased patient from the hallway window with great interest, somehow going unnoticed by any of the buildings employees or patients even as they walked straight past him, a twisted, evil smile forming on his face.

[Justifaiz]

Can you feel? Let us talk about a little planet

In the growing expanse of space

Tell me the truth, the future I believed in

Is falling apart

Sorrows come again and again

Where are we heading?

Deep inside each one of us

Open your eyes, it's the time to go

To Stay Strong

To fight and defend once more

There will be no end to this dilemma... even if we keep on running

(The) End justifaiz the means!

**Academy City: District 7 – Student Dorm – Inui Residence – July 7**

Unlocking the entrance to his apartment, Inui quickly staggered in followed by Oshino who shut the door behind him before moving to set his bag containing the clothes they had collected from the hotel along with the Faiz Gear case down atop the coffee table, the scientist hissing in pain as the motion caused his ribs to throb in pain. Inui, after tossing his bag aside, slowly limped his way over to the kitchen sink, twisting the knob for the cold water as he bent over the counter wearily, his body sore and exhausted from the events that had occurred over the last few days. Splashing the refreshingly cool liquid across his face, the gray haired teen sighed before wearily pushing himself to stand up straight, grunting in discomfort as his muscles screamed in protest.

'_My body might really fall apart at this rate' _the teen thought dryly, trying to push the pain to the back of his mind as he took deep breaths through his nose.

"You okay Kid? You look like hell" Oshino asked, noticing the high school students discomfort. Inui nodded.

"Feel like it, but I'm fine" the teen lied, waving one of his hand's in dismissal. "Just need to lie down for a bit" The scientist stared at him a second longer before nodding and moving to pick up his bag carrying his clothes.

"You gonna grab a shower first or can I?"

"Help yourself" the student answered before pushing himself up and moving around the kitchen counter towards his bed while Oshino made his way to the apartments laundry room and bathroom. Just as they passed each other, however, the sudden ringing of the doorbell froze them in their place. The two quickly glanced towards the apartments entrance, then at each other, surprise obvious on their faces.

"Who's that!?" demanded Oshino in a hushed tone, fearing that perhaps Smart Brain or Anti-Skill had somehow followed them back to the teen's apartment.

"I don't know!" replied Inui quietly, equally panicked. "I sure as hell wasn't expecting anyone!" The two stood around for a few moments, unsure of what to do, when the doorbell rang once again, snapping them into action as the scientist quickly made himself scarce in the laundry room, locking the door behind him, while the gray haired teen quickly made his way over to his home's entrance, wondering just who was on the other side of it. He didn't get visitors. He never got visitors.

Turning the handle (his other hand clenched tightly into a fist at his side, just in case), the student pulled the door open to reveal, much to his surprise, his classmate Kamijou Touma, standing with his school bag slung over his shoulder with his right hand while his left held a thin bundle of papers. "Eh, Kamijou-san?"

"Yo, just here to give you these" the spiky haired teen greeted casually as he waved the papers in his hand. Inui stared at his classmate for a brief yet lengthy moment, wondering what the hell the guy was talking about, before Kamijou uncertainly spoke again. "Umm..."

Suddenly remembering that he had skipped school today, as well as his cover story, the gray haired Level 3 esper nodded. "Oh, today's classwork, right. Thanks" he said as he quickly took the papers from his classmates hand.

"Erm, are you OK, Inui?" Kamijou asked, slightly concerned at the way the teen was acting.

"I'm fine" Inui answered as he quickly scanned over the assignments, seeing nothing he didn't expect. "Pain medicines just making me a little slow."

The Level 0 stared at him a moment longer before asking"Oi, what happened to your face?"

That got the students attention, his topaz colored eyes rising to meet Kamijou's gray ones. "Huh?"

"Your face. It's all bruised up" the black haired teen explained in a puzzled tone, causing Inui to realize what his classmate was confused over. While he had seen him beat up before from the other day, his new injuries were unexplained.

"Oh! Um... I... got in a fight-" Inui began before he could stop himself, accidentally falling back on the same vague, though not untrue, answer he had given him on the elevator.

"Eh? Another one!? Weren't you at the hospital!?" Kamijou asked incredulously.

"Uh, yeah... that'll teach that bastard doctor to try and stick me with a needle" the teen lied as he quickly stepped back into his apartment, mentally cursing himself for his stupidity. "Thanks again, Kamijou-san" he said, ending the conversation as he kicked his door closed with his sneaker.

"Oi, Inui! Something was very wrong with that last part! Oi!" Kamijou exclaimed before the door cut him off, almost hitting him in the face. The spiky haired student scratched his hair in confusion before muttering to himself "Geez, that guy, what's he doing to end up like that?" Sighing, the youth turned and started walking towards the stairs and his apartment, remembering he needed to make sure he got the sewer stench out of his spare school uniform. '_Oh well, its none of my business anyway...'_

Meanwhile, Inui, after letting Oshino know it was okay to go ahead with his shower and tossing his school work on his coffee table, collapsed wearily onto his bed with an exhausted sigh. The standard issued student apartment mattress was nothing special, but at that moment, to his sore and tired muscles, it felt simply _amazing_. Rolling onto his back, the gray haired teen felt his eyelids growing heavy as sleep began reaching for him, his mind replaying the events of the last three days. Learning about Smart Brain's evil experiments, his fights with the henchmen, Oshino's story and the origins of the belt, his talk with Hiramatsu and his battles with the monsters...

"... what the hell is happening in this city?"

Unsurprisingly, the student's question remained unanswered. Feeling his exhaustion win out at last, Inui's topaz gold eyes slowly drifted over to settle on the metallic case of the Faiz Gear before finally closing shut as sleep embraced him.

**Academy City: District 7 – Hospital – July 7 (Later that night)**

Draping a white sheet carefully over the lifeless corpse of the recently deceased coma patient, the new nurse shook her head sadly before turning to inspect the now disconnected respirator, making sure nothing was amiss or out of place with the machine. She had barely begun inspecting the tubes when she heard the sound of cloth rustling behind her. Thinking it might have been the head nurse, who she had thought was checking the I.V. Bags outside the room, the young woman turned around to see that she wasn't wrong, that she was indeed alone in the room. Thinking she must have imagined the noise, she was about to turn around when her wandering eyes spotted that an arm had somehow fallen from under the sheet.

'_How did that happen?' _the frowning nurse wondered as she quietly moved over to the bed and carefully tucked the lifeless dangling limb back under the sheet before turning to return to her work...

… when suddenly said arm shot out from underneath the sheet, grabbing the young woman's wrist causing her to, understandably, let out a startled shriek before stumbling to the floor, landing hard on her rear. Trying to comprehend what had just happened, the nurse looked up to see the young man, _who was supposed to be dead_, throw the hospital sheets off himself as he shot up in the bed, his chest heaving as he looked around wildly in disorientation before turning his gaze to her, his eyes suddenly turned milky white, unnaturally void of any iris's causing the nurse to let out another terrified scream.

"Someone!" she cried.

As the hospital employee continued to call for help, the young man known as Kiba Yuji continued to stare, his eyes quickly reverting back to normal as he continued to stare at the nurse with confused, lost eyes.

**Academy City: District 7 – Student Dorm – Inui Residence – July 8**

Inui had slept hard, and it wasn't till well past sunrise of the next day that he finally, and not without a small amount of reluctance, pried his heavy eyes open to lazily gaze up at his apartments ceiling. Inhaling and exhaling slowly, the teen pushed himself up to sit upright in his bed, ignoring the signals of protest his muscles sent him as he looked around for Oshino till the tale tell sound of almost obnoxiously loud snoring reached his ears, directing his attention downwards. Glancing down, he spotted the scientist laying sprawled out on his borrowed futon on the floor, wearing dark blue lounging pants and a white long-sleeved t-shirt that seemed two sizes too big for him. Snorting with a shake of his head, Inui twisted and planted his feet on the floor before carefully pushing himself up out off the bed, keeping his breathing in check as he slowly stretched and tested his limbs, checking his body's limits.

Deciding the damage was manageable, the gray haired student grabbed a hot shower before making himself a small breakfast, though perhaps lunch would have been more appropriate given the time. Eventually Oshino awoke from his slumber as well, yawning loudly as he sat up while scratching his head, looking around the apartment with a dumb look on his face. Spotting Inui, who gave him a nod in acknowledgment, the stood up and slumped his way over to the kitchen, grumbling a barely coherent 'morning' as he pulled open the teen's refrigerator and began rummaging through it, complaining under his breath about his young host's absence of coffee, to which the youth simply snickered and shook his head.

"How you feeling?" asked Oshino as he poured himself a bowl of cereal, forgoing the milk as he stabbed his spoon into the flakes and jammed it into his mouth, chewing loudly as the teen responded.

"I'm fine. Sore in some places, but the armor took the blunt of the damage" he answered after taking a gulp from his drink. The scientist nodded.

"That's relieving. I was worried since that monster looked like it was giving you more trouble than the others" he said, though it was difficult to understand him since he said all this with his moth full. Once Inui was able to make out what the older man had said, he shook his head.

"All the real injuries I've gotten so far have been while fighting those things before transforming, but with the Faiz Gear on, the worst I've gotten so far is a few bruises. Still hurts, but the damage doesn't seem to carry over to my body nearly as badly" the high school student explained as he finished off his breakfast before suddenly remembering something. Reaching into his pocket while Oshino muttered something about 'never got around to testing' that the teen chose to ignore as drew the Faiz phone from his pocket. Turning the hefty silver cellphone over in his hands, the high school first year had to admit the device had been proven to be surprisingly useful the other day on more than one occasion. He said as much to Oshino, causing the scientist to chuckle and shake his head.

"You think that's impressive? You haven't even seen half that baby's functions yet." That made Inui's eyebrows raise.

"It can do more?" he asked, genuinely curious. The older man grinned.

"Sure. Here, let me see it" he said as he stood up straight and walked over, the teen promptly handing the gadget to him. Opening up the cellphone, which made its usual techno noise as he did, Oshino then converted it to its gun mode as he explained the functions of the device to the first year student. "Alright, the Faiz Phone is essentially the control unit of the Faiz Gear, as well as the transgenerator that powers it. It also carries, if you remember, this, the Faiz Mission Memory" he said as he briefly removed the key card with the Faiz symbol on it from its slot on the front of the phone. "This is, aside from the Phone and Driver, the most important part. Remember back at the park?"

"Yeah, you had me put the Memory in that flashlight thing you tossed me" Inui replied as he remembered the fight and the finishing blow he used to kill his attacker. The teen was unable to stop a small grin from appearing on his face, despite himself. "I gotta admit, that was pretty awesome." The former research director of Smart Brain flat out grinned at that.

"Right! Wasn't it?" he asked excitedly. "That device is called the Faiz Pointer. By inserting the Memory into certain Faiz Gear, it turns them into powerful weapons like that" he explained with a grin, enjoying a chance to show off his work. "But anyway, back to this" he said as he waved the Faiz Phone. "So you already know it's transformation code and how to use it's gun mode, but if you enter other code's..."

**Well that's the teaser. I've got a lot more written, and am working on the Orphnoche/Faiz scenes now. Sorry for the wait! **


End file.
